Steelhoof volume three: Armaggedon
by basalisk120
Summary: Steelhoof's back in the final installment of the Steelhoof trilogy! Global war looms on the horizon, and the survival of all ponykind lies in the hooves of a few individuals.
1. Chapter 1,  part 1:  A darkness stirs

The goddesses' advisor stood in the sanctuary of the Goddess, a pristine white lobby area high above the plane of mortal ponies. He stood alone in front of the golden veil that fluttered gently on an imaginary wind, making a permanent barrier between the goddess and her subjects. The other leaders of the angelic divisions sat at the far end of the room, bar the seat for the first division, which always stood empty. The other seats were filled, as they always were when the Goddess called an audience. The angels themselves could be identified merely from their appearance, they fitted their jobs so well. The first seat of the second division, that of destruction, was Soul shifter, a large black stallion, whose ruby coloured eyes stared out of his grey mane in a permanent glare. On the other end of the spectrum was Sugar cream, the petite, beautiful first seat of the fifth division, chief officer of love. Of all of the angelic leaders, the excitable Sugar cream was the one who couldn't sit still. He returned his gaze to the veil, his ethereal wings twitched slightly in confusion.

"But your majesty, could we not simply act on this ourselves? Surely we angels have the power to stop this."

"The silhouette behind the veil sighed deeply. "You know as well as I do that we may not meddle directly in mortal affairs. Even we have to abide by the rules."

"But indirectly, your majesty?" the angel said.

"There is not much we can change, something I am sure we are both aware of. But, maybe change the outcome of a conversation, an insignificant event here and there, we can make a significant change."

"What do you propose, your highness?"

The silhouette turned to the guardians at the door to the sanctuary. "Bring to me the leader of the world singers."

The guardians stood stiffly to attention, nodded curtly and left the sanctuary. About a minute later, they returned with the lead world singer.

The world singers, or the first division of angels, were among the strangest. Their area was the closest to earth as was possible. They sat in four groups of fifteen, in circles, each surrounding a three dimensional map of the world. And here, just like their namesake, they sang. It was they who ran the natural world, in essence. When a new mountain range was to be created, it was their doing. If there was a flood, it was because the world singers had seen its happening as important.

As their leader, he was in fact the only angel of his order that did not sing. Instead, he directed the more significant events, although he did have to run them through the goddess first.

"You called for me, your majesty?"

"Indeed I did. It's been too long."

"Quite, you have not… adjusted our affairs since the volcano you created three hundred years ago." The lead world singer said, choosing his words carefully.

"Quite. But it is not something I directly want to change this time."

"Then what do you need, your highness?"

"It came to my attention that a pony was born recently with the power of your song?"

"That is correct, your majesty."

"I have a feeling that his powers might be instrumental in this war. Keep a close eye on him, we may need to direct him further."

"Yes, your majesty."

The advisor spoke up. "What about… the one they call Steelhoof? Is he not to be instrumental in defeating this evil?"

"Steelhoof… Of course. Wait, is he not fuelled by dark magic?"

"That is correct."

"And he has not been corrupted?"

"No, your majesty."

"Hmm…" The silhouette raised a hoof to its chin, thinking for a moment. "Necros must have placed his hoof in somewhere."

"Necros? But your majesty, I assumed that-"

"You assumed incorrectly." The silhouette said angrily. "Necros is not evil, at least not entirely. He never was. Perhaps this is an attempt to regain my favour?" She mused.

Necros. Even the name itself held power in the halls of valour. None dared to speak it, bar the Goddess herself. To the other angels, he was merely the fallen.

He was a god, and was once peaceful and just like the Goddess, and they were once deeply in love in the way that only gods can. But then, something catastrophic happened. There was an argument of sorts that spiralled out of control. The two gods rose against each other, calling their most loyal subjects into armies and fighting wars that tore the sky asunder. But then, the elements of binding were removed from their sacred pedestal inside the sanctuary, and the Goddess had used them to banish Necros, and cast him down into the fiery pits of the lower planes, where he would rule in agony for all eternity. This had happened so long ago, and the few who had not ascended to the highest plane, where all souls must rest eventually, kept what little of the events they knew to themselves, that the old him, and what he might truly be, were forgotten in favour of him simply being an embodiment of evil.

"Perhaps so, your highness." The advisor said, still shaking slightly at the goddesses' anger and the use of Necros's name.

She returned her phrase to the guardians. "Retrieve an angel who can connect to the seers. My daughters must be informed of this."

"Yes your majesty." They said in unison, and marched off.

"In any case, we will deal with these events as they arise. Until then, leave my presence. Everypony." She said, with a look toward her advisor. They quickly departed, and returned to their divisions, preparing their duties for the cataclysm to come.

00000000

The royal pony sisters were in the throne room. Celestia sat on the throne, as she always did, her face unreadable. Luna paced back and forth across the room, deep in thought.

"Luna, would you _please_ stop pacing?" Celestia asked for the umpteenth time.

"But it's just so _boring_ here, sis! Nothing happens!"

"That's a good thing, Lu."

"No it's not! I need excitement!"

Celestia sighed. "Listen, if there was action, and fear, and suspense all of the time, our ponies would be in grave danger."

"You're right." She sat down on the floor. "You always are. I'm still bored though."

At this Celestia smiled. "You'll get used to it."

"You said that about the gala. It's still boring."

"The gala's different. It's always boring. I just didn't want you wandering off."

"Typical."

"That's not the point. Point is, we have to put up with the boring times just as much as fight in the interesting ones."

Luna hmphed. "We seem to spend more time waiting than fighting."

Celestia said nothing, and simply returned to staring vacantly into the throne room, losing herself in her thoughts.

But soon, her thoughts were interrupted by a sudden arrival from the rarely-used left passage.

A young-looking stallion guard cantered into the throne room, panting heavily. He adjusted his armour, which seemed just slightly too big for him, and bowed.

"What is it?" Princess Luna asked, her eyebrow raised.

"One of… the seers… your highnesses. He's found something."

"What?"

"He won't talk until he has council with you, your majesties."

Luna looked smugly at her sister. This could just be the action she was hoping for. "Shall we go, sister?"

Celestia nodded, smiling wryly.

The trio hurried down the left corridor, the guard at the lead, with Luna behind and Celestia bringing up the rear. They strode in silence, following the twists and turns of the castle with practiced ease.

Finally they came upon the open-aired chamber, a large room with a huge blue circle on the floor, which was patterned with a five pointed star inlaid with gold. In the middle of this star, an aged white stallion stood, his eyes closed and his face pointed at the floor. As the two princesses entered the room however, His attention snapped toward them. The sudden movement caused the guards and scribes stationed around him to step back, surprised.

His eyes opened, showing two, blank, glowing white orbs, a sight that had unnerved Celestia since childhood, although she'd never admit it.

The seer opened his mouth, and in the distant, mysterious tone of the seers, and speaking in the same bizarre fashion the words escaped their mouths in, he delivered his prophecy.

_There was nothing we could do. In the future, in the time after chaos, and the time when a goddess would be banished for horrible crimes,_

At this, the two Alicorn sisters winced painfully, as they always did whenever the Nightmare moon incident was brought up.

_A new evil will rise, and rule the world with fear and hate. No force any pony can muster, be they pegasus, unicorn or earth pony can harm the monsters wresting dominion over the earth._

_But, there's one even they fear, born from the same darkness that birthed this evil, a monster shall become a hero in this world's darkest hour. A traveller, he alone shall have the power to stem the tide of evil. He shall know no fear, he shall never tire, his strength is the stuff of legends, and his hide shall be impervious to all but the greatest blows. He shall be the mightiest pony that ever lived._

_And he shall have hooves of steel._

And with that the seer collapsed on the floor, his power spent and his prophecy told. The scribes looked curiously at the message they had written. The princesses looked into the air in thought, trying to glean the meaning of this new prophecy.

"Do you think it could refer to Steelhoof, sister?" Celestia asked.

"It certainly sounds like it, but the prophecies are rarely that straightforward."

"Maybe the event is coming soon, and we wouldn't have enough time to translate it?"

Luna shrugged. "Maybe. Should we warn Steelhoof?"

"Yes. But we should wait until tomorrow, in case there is more to the prophecy we have not yet discovered."

Luna nodded, and they set off for the throne room once more, the guards behind them helping the seer to his feet. Finally the action Luna craved would arrive! But maybe, just maybe, it might not be quite as fun as she hoped.

00000000

Chromium bowed low in front of his master. Finally, this was his chance to prove himself! The master had never trusted him since he failed the mission that time… But he did not dwell on such mistakes. They were merely fuel, to push him harder and further than ever before! He rose, and he could sense the master's pathetic lackey tense behind him. Cobalt feared his power, he knew. But he did not want that snivelling whelp's position. All he wanted was to hurt. He wanted nothing more than to damage, to maim, to torture ponies. And the master had given him the perfect body to do just that.

And now, his orders were to kill the greatest threat to the master's plans since the alicorn sisters. But, like them, Steelhoof would fall. And his head would be severed by his blades.

Then his master spoke.

"You know what will happen if you fail, Chromium, don't you?"

"I will never fail again, master."

"You see to it that you don't. Now, you have a very narrow window to kill him before the invasion begins. So do _not_ waste time. Understand?"

"Even to-"

"_Do not waste time, Chromium._"

"Yes master."

"Now go."

Chromium nodded, and allowed his complicated technological matrix to draw energy from his core. His horn flared a deep red, and with a small explosion, he popped out of existence.

He would never fail again.

**Yeah, it's short. But I think it sets the scene rather nicely. Hope you like it, and as always, send any questions or opinions you might have into the reviews. Believe it or not, I love to hear what you have to say about it.**

**If any of you are wondering about the whole spirituality thing, then it's the brainchild of me and valourusspectre. Ask either of us, and we'll give you the whole rundown on it. If you can't be bothered, it's not really important as I'm going to give the whole thing a full story to itself. **

**Anyway, Happy hearth's warming everypony!**


	2. Chapter 2:  Chromium

Steelhoof lay in bed, a gentle breeze flowing in from the open-air bedroom. He looked to his left, and the polychromatic pegasus of his dreams lay by his side, snuggled deep into the blankets and fast asleep. With only the moon as lighting, and her mane a tangled mess that cascaded about her shoulders and obscured one eye, Steelhoof felt that there was nothing more beautiful in all the world. Her soft lips were turned upward in a contented smile that gave the metal stallion one of his own.

Resting his hooves behind his head, he stared upward at the night sky, glad that princess Luna had clearly worked so hard on this one. All of the constellations were visible, almost all of which he could not identify, and Luna's star, the brightest one in the sky that always pointed north, looked especially beautiful tonight. He stole another glance at the beautiful mare beside him, who had shifted slightly in her sleep. He put his hoof around her lovingly, and she snuggled into the crook of his arm, murmuring something unintelligible under her breath. He leaned over and kissed her on the forehead, and she rested her forehoof on his chest in response, drifting ever further into sleep.

She had every right to be tired, really. It had been three days since the Tungsten incident, and the pair hadn't gotten much rest since then. Many that hated him now hated him even more so because of the property damage, and those that idolised him had gone from creepy to downright scary in the same time. Nopony had seen the aged mare or her son since the incident, although it was true that nopony had really looked.

Most of the first day had been taken up by decisions: How to fix the town when Steelhoof had no money, how to deal with the injured and protesting ponies, and most importantly, what to do with Tungsten's body.

The first assumption was simply to bury it, as they would any other pony. Steelhoof and the others had an objection to that. What if somepony were to dig him up? Replace the brain with somepony else's? What if they were to study his technology, and make more? Sure it was paranoid, but with somepony like Tungsten, it was best to make sure.

Eventually, the decision was made to simply melt him down into scrap and be done with it.

Steelhoof looked out into the hall, where Tungsten's empty head-plates were visible, standing on a cloud-made pedestal. Of course Rainbow had rejected at first. After all, it was her house. But, as Steelhoof had reasoned at the time, if she was allowed to coat the interior with all of her various sport-related trophies, then he was allowed to have a couple fighting ones. Even if they were the heads of his enemies.

After all, he was still debating on whether or not to have the Cerberus claw he had found between his plates turned into a necklace.

The blaze required to melt down the metal pony had to be created in the blast furnace, and the combination of the heat up and the long period of time it took to melt him down, and the fact that they had to stand guard in case somepony arrived unexpectedly, in case they were in league with his creator, so they hadn't had much sleep that night.

The next day, unsurprisingly, was the day that Pinkie pie decided to have her party in celebration of the continued survival of Ponyville. Steelhoof looked back on it with his mind's eye, smiling happily.

_It was a perfect day, the sun was shining, there was just enough of a breeze to keep away the heat and the whole world seemed to be bathed in colour. The whole town had been invited, unsurprisingly. It had been too big of an event for any of the buildings, so it had spilled out into the park instead. Pinkie herself hadn't been able to cater for them all, so had recruited a blonde-maned pegasus mare whose name escaped him to help out. They'd all sat in large groups of friends around brightly coloured picnic blankets, gorging themselves on various delicious foodstuffs prepared by the cakes, the Apples, and a number of other restaurants that pitched in for the event._

_Around their blanket there were quite a few ponies. Sadly minus Pinkie pie, who was far too busy tending to the needs of Ponyville, all of the elements of harmony were there. Next to Steelhoof was Rainbow dash, who leant against him s she talked animatedly with Applejack, who sat next to Caramel, who talked both to her and to Big Macintosh, who sat next to him. On the other side of the large red stallion was Fluttershy, who would occasionally mumble something and blush furiously every time Mac did so much as look at her. By her side was Twilight and Whooves, who, although far from the least confident, certainly seemed the most awkward. He talked to Rarity, who would tut and shake her head just about every time he mentioned any form of clothing._

_The day had carried on like that, mostly, and that night the blankets had been cleared away, campfires were lit and they roasted marshmallows from tents and warm sleeping bags. That night they had camped out under the stars, (Rainbow and Steel didn't have a tent) and Twilight had explained a few of the constellations before she had gone to bed. Then the two had stayed up most of the night, just staring at the sky and talking._

_The next day, it was revealed that Vinyl Scratch had decided to set up a concert for the second day of the party. Even the quiet, composed Octavia had let herself have some fun that day, even agreeing to a dance with her fillyfriend up on the big stage, which had been greeted by some raucous cheering from the crowd. To Steelhoof, it had been the best two days of his life, better even than the quadruple party held in his honour nearly three weeks before. Sadly though, all such things have to come to an end, and the party dispersed later that afternoon. _

It had been strange, being able to put aside all of the tension that had plagued him since Tungsten's death, since he had heard that the day of reckoning was near. Of course now, he could worry more than ever, alone with his thoughts.

_What if they were all as powerful as Tungsten? What if he was powerless to stop their might?_ He could almost see it, with his damaged mind. His friends, captured and turned into mindless monstrosities with the only purpose of killing more of their own kind. He shuddered slightly, causing Rainbow to stir slightly. He looked back on her, and the effect was almost immediate. It was as if her face was telling him not to worry, to get some sleep, to find things out when the time comes.

He smiled and kissed her gently on the forehead, before settling down under the covers. She was right, really. There was no point in worrying, and he'd be even less useful if he was tired.

Slowly, the mechanical warrior fell into a light, uneasy sleep.

00000000

It was midnight in the everfree forest, and the moonlight streamed through cracks in the thick canopy, barely illuminating a small clearing, through which ran a sickly-looking stream. The forest was relatively quiet, save for the occasional chirp and squeak of small animals lurking in the darkness.

Suddenly, there was a dark red flash and a sound like the cracking of a whip, and the metallic unicorn appeared in the clearing, shaking his head slightly as the light around his horn faded. This was the fourth time he'd used a long distance teleport that day, and he needed to rest before he could continue.

His hide, the colour of pewter, did not reflect the moonlight like that of the other members of his kind, making him almost invisible save for his glowing red eyes that pierced the darkness like a knife. If he was to kill Steelhoof this night, he would need to be prepared.

Silently, he reared up onto his hind legs, and his formidable weaponry came into play. He was armed with two blades, just over a foot long, that was attached to his wrists and ran up his forelegs. It was connected via two plates with a locking system, which allowed for free rotation and a lock that positioned the blade either forward, facing out from his wrists in a stabbing position, or backward, where they lay at rest.

With a powerful flick, he set the blades in motion. They spun quickly, a whir in the moonlight. With clearly practiced ease, he stepped slowly and confidently on his hind legs, circling a tree like a professional fencer.

In a single fluid motion, Chromium stepped forward, and striking like lightning, slashed at the tree trunk with his left, cutting into the thick wood like it were silk, and spun around, finishing off the tree with his left. The cuts were clean and flawless, with surgical precision.

With a swoop, he moved on to the next tree, slicing it upwards through the trunk with his right blade, keeping momentum with his left. With a swirl, he brought his left straight through the split tree trunk, cutting the tree into three pieces.

He glared at the next tree he had targeted, spinning his right blade across his torso like a shield. He repeatedly flicked the other behind him, increasing its speed. Before long, it had reached such a speed that it was no longer visible, and he prepared his master move. He lunged forward and to the tree's right bringing his left hoof toward the trunk at around head height. He stepped around the tree quickly, slicing deep into the wood and whirling around quickly, delivering hundreds of blows in seconds. In a final move, he locked his right hoof and stabbed the trunk viciously.

He withdrew, and bowed respectfully to the tree as it collapsed. The whole battle had taken about eight seconds. He was ready.

00000000

All was silent outside the castle that Rainbow dash and Steelhoof called home. Even as the shadows outside slowly boiled and shifted, forming the shape of a mechanical unicorn, the silence was absolute. The charm on his body worked perfectly as he strode confidently toward the house. He hopped in through the window, and surveyed the room he was standing in. It was a large front room, fairly nondescript and made entirely from cloud. The whole place oozed with the confidence of a pony who did not expect death. In his years, Chromium had met many like this. With a faint click, he recalibrated his optics to register infra-red radiation. Steelhoof was in a room just down the hall, presumably asleep. Regardless, it paid not to be careless. The night was still young, and this was by far Chromium's most dangerous adversary. After all, he had slain Tungsten. As a result, he crept down the hallway, only stopping when he saw a very familiar object before him.

Tungsten's head.

Although it really shouldn't have surprised him, it did. Tungsten had always had a painting of invincibility around him, an air of utter dominance and infallibility. Now, here he was, little more than a trophy in the home of his enemy. Fitting really.

"I always knew you were weak." Chromium whispered at his rival, his voice quiet and menacing. He flicked the metal plate gently on the chin before continuing into the room where Steelhoof lay.

There he was, the one they had all heard so much about. The monster, the traitor, the unstoppable force. The one they hated, the one that some of them even feared. He was right there, lying in front of him.

Quite frankly, it was a let-down to Chromium. He wasn't sure what he was expecting, but it certainly wasn't the sight before him. Steelhoof lay on his back, knotted in blankets, his tongue hanging out of his mouth, his left leg twitching slightly.

This would be easier than he expected.

As he walked over to the larger stallion, still fast asleep, he caught sight of another pony, one who had escaped his attention until now. His mouth dropped open, and he stopped in midstep. The mare lying in bed next to his hated enemy was simply stunning. Her sleek curves, her scruffed mane, toned flanks, it was all there. He ran his metallic tongue over his teeth slowly, as he pictured the polychromatic mare in his clutches.

_She was chained to the wall in his chambers back in his master's castle, illuminated by a semicircle of candles around her. Her skin was rubbed raw around her wrists and ankles, where she had tried to escape. Her body was coated in weeping wounds, and her wings were ruined, broken in several places and missing clumps of feathers. One of her eyes was swollen shut and purple, the other looked down at the ground, weeping silent tears of pain and sorrow. He stepped toward her, heated brand in hand, ready to-_

His master's voice cut into his daydream. _"Do not waste time."_

He stood stiffly to attention, the image in his mind fading.

Still, he couldn't just let this lovely little mare die. At least, not yet. He wanted to have some fun later on. He decided he'd just keep her quiet until he'd finished with her coltfriend.

He reached over the prone form of the sleeping Steelhoof, and gently breathed out on her nose. As he did so, a sprinkling of golden powder drifted from his throat and into her face. She wrinkled her nose slightly as she breathed it in, but it was several seconds before it took effect. She stirred, slightly at first, but before long, she was fully awake, and in some discomfort. Her eyes snapped open, and one pupil was a tiny pinprick in her wine-coloured iris. The other was so large, it took up her whole eye. She twitched violently before falling out of bed, hitting the cloud with a light _shf_ sound. She lay there, contorting in pain, her mouth open but no sound coming out.

Chromium smiled sadistically, and looked at Steelhoof, who hadn't woken. Oh, how peaceful the demon looked, unknowing just how close to death he was. He drew closer, ready to draw his blade and stab down, straight through the eye socket.

Suddenly, a metal hoof shot out of the covers and slammed Chromium in the chin. His vision flashed red, and he flew backward across the room. He looked back at the darkness around the bed, and two hateful orange orbs stared back.

**Boom, cliffhanger! Will Rainbow survive, will Steelhoof finally see ultimate defeat, will Ditzy doo save the day? (She won't.)**


	3. Chapter 3:   A night of violence

Steelhoof stood in readiness on his bed, staring at whatever it was that he'd just punched. It was clearly alive, that much he could tell from the malice in the red eyes that stared back at him.

He looked behind himself for a split second, to check on Rainbow. She wasn't there. Panic spread through his mind as his gaze turned back to his attacker, just as he heard the sound of quiet movement on the floor next to the bed. He looked over, and the sight made him want to leap on over and stab his assailant until there was nothing left to stab.

Rainbow was twitching fitfully, her face contorted into one of pain and shock, her eyes worryingly wide and showing two very different pupil sizes. He turned to face his attacker, and with a low voice, asked:

"What the hay have you done to her?"

The voice that replied was dripping with sadism and hate, and hissed like a rattlesnake.

"Oh, nothing much. _Yet._ You see, I've just given her a little something that'll keep her… _occupied_ for the next few hours. By then, you'll be dead, and I can have some _fun_ with her…"

Steelhoof growled, and it rumbled across the room.

"Over my dead body."

He could feel the figure in the darkness smiling.

"That's exactly what I'm planning."

Steelhoof wanted nothing more than to simply kill whatever this thing was right there and then, but he had priorities. Without taking his eyes off of the red orbs in the corner, he bent down over the bed, scooped the now limp Rainbow dash up in his forelegs and placed her back on the bed. Gently, he pulled the blankets over her and stroked her forehead. That'd have to do for now.

Slowly, he stepped off the bed, still using the exaggerated care he used to put Rainbow back in bed. Not once did his gaze waver from the being in the darkness.

The moment his hooves toughed the floor however, his whole demeanour changed. He took up one of readiness, an aggressive stance that would give him time to react to his enemies' movements.

"How dare you think you can do this…"

"My dear Steelhoof, I can do whatever I want. You do not own this world like you might think you know…"

Steelhoof growled angrily.

"And now, let me teach you the error of your ways by wiping you of the face of the earth…"

Before his opponent could even attempt to follow through with his threat, Steelhoof threw caution to the wind and hurled himself at his adversary. As he flew through the air, he heard a faint _click_ followed by the swishing sound that a blade makes as it cuts through the air.

Then he collided with the thing, and he felt his body hit metal as they passed straight through the bedroom wall with a _fwmp_. They hit the ground a second later, and giving a loud snarl, he lifted the metal pony above his head and brought him down on the cloud-based floor.

The two went straight through the floor and out the bottom of the cloud, tumbling through the air.

Steelhoof caught a glimpse of dark grey armour and a wicked horn before his enemy dissolved into smoke, and Steelhoof hit the ground with all four legs outstretched.

His shock absorbers removed the force, and his hooves sank deep into the ground again. The smoke curled around his ankles, forming on the other side of him. Steelhoof wrenched himself free, and adopted a defensive position as his opponent reached solidity.

He was certainly a metal pony, and created by the same 'master' as himself and Tungsten, but that was where the similarities ended. Instead of the shining silver that gleamed slightly in the sun, this pony's hide was a dark grey that reflected next to nothing. The hide itself was spiked and wicked, and he was slighter than the bulky Steelhoof. He had no wings, instead opting for a sharp, threatening horn that was almost a mockery of the biological one, although it was clear that it worked just as well.

His wrists and ankles were not bladed, like Steelhoof's. Instead, he had two sword-like blades that Steelhoof assumed must have created the swishing sound earlier. He eyed the visibly sharp blades warily. If this pony was using them, then they would quite probably cut through his hide.

"Who are you?" Steelhoof asked in a low voice.

"Why, I am your worst nightmare, Steelhoof. I am the shadow, the darkness, the-"

"Cut the crap. Who are you?"

"My dear Steelhoof, I am Chromium, the last name you'll ever learn."

"You sound pretty sure of yourself."

"My talent is proven in combat a hundred times over."

Steelhoof chuckled darkly as they began to circle each other. "And mine isn't?"

"Well, it must be said, your exploits are… legendary. Which will make my victory all the sweeter…"

He reared up onto his hind legs, and began to spin the two blades about his forelegs, whirling them at high speed. Steelhoof clicked out all four of his blades in response. He had a feeling he'd need them.

With fluid grace that made Steelhoof look like a clockwork toy, Chromium leapt forward, lashing out with his spinning blade. Steelhoof had no choice but to step back, and Chromium smiled cruelly.

"Scared, Steelhoof?" He sneered.

Stirred by the insult, Steelhoof growled and leapt forward. Chromium shifted his step to defend, and their weapons struck each other with the raw screech of metal on metal.

There was a mighty shower of sparks as Steelhoof's wristblade grated down Chromium's locked blade. His opponent twisted sharply, and he was forced to his left. He lashed out with his hoof as he fell, and connected with Chromium's jaw. To his surprise, he instantly shattered as if he was made of glass.

Steelhoof simply stared at the dark grey shards for a couple seconds, before the same sadistic laugh from before sounded behind him. He whirled around, and their blades met before Steelhoof managed to shove him backward.

"Cut the magic."

"Why should I? You have no authority over me, Steelhoof."

Steelhoof decided to try a taunt of his own. "You're just afraid to fight like a stallion."

"You try to anger me? I wouldn't be where I was if I fought fair, Steelhoof. Now, enough talk."

"I couldn't agree more."

Chromium slashed at Steelhoof with his right, and he blocked it as quickly as he could. Before he even had time to regain his balance, Chromium had pulled his foreleg back and struck again, this time cutting deep into Steelhoof's wrist as he deflected his attack. Steelhoof struck out with his left hoof, hitting Chromium's collar and knocking him backward.

_He's fast…_ Steelhoof thought to himself. _Much faster than me. But he's not that strong, when it comes down to it… Not even as strong as Tungsten… If I can get past those blades-_

His thoughts were cut short when Chromium gave a charge, his blades whirling about him. Steelhoof countered as best he could, forcing the unicorn around him. He tried to make a slash at Chromium's flank, but the whirling blades stopped him again. Chromium cackled loudly.

"Do you think you can win, Steelhoof?"

And with that, the unicorn galloped off toward Ponyville, one of the two places he desperately didn't want him going. He'd already intruded the first, and he didn't want him threatening the second.

Straightening his neck, he let out a bestial roar, before charging after Chromium with his head lowered.

Ponyville wasn't far away, and Steelhoof could already see some details in the darkened streets as he raced across the field, his hooves almost a blur with the speed.

He hurtled into the town, his hooves clattering loudly on the street, heading straight for the town square. He seemed like the sort of pony who liked an audience.

As he reached it, unsurprisingly the unicorn known as Chromium was there, hovering about fifteen feet in the air and casting a condescending glare over the village, and him, as he arrived. He smiled sadistically.

Chromium raised his hoof above his head in a grand manner, and traced a large circle around him as his horn glowed. A large ring of vibrant green flames erupted out of thin air, encompassing almost the entire square and trapping the two mechanical stallions inside. Chromium stayed hovering in the air, staring down maliciously at Steelhoof, who had adopted a defensive position.

"Don't even think about escaping, Steelhoof. This is demonfire, hot enough to melt even _your_ hide."

Steelhoof chuckled darkly in reply, happy to let his darker thought take over. "Chromium, the only thing this will do is trap you in here with me. I don't need to escape. You're the one who's been running away all night."

Chromium snarled. "I never _flee._"

"If that wasn't fleeing, then what was it?."

Chromium growled and descended to the ground like lightning, stabbing downward with his blade. Steelhoof stepped quickly back, and he smashed deep into the cobblestone, the blade buried up to his hoof.

Before he had the chance to withdraw it, Steelhoof brought his hoof down on Chromium's head. To his surprise, it dented and Chromium was thrown backward, landing heavily and shaking his head. _I might not be quite as fast as you, but by Celestia, I can still hit hard. And now you know._ He closed the distance between them quickly, and attempted to follow up on his attack. Unfortunately, he was not fast enough and His blade was parried. They stood there for several seconds, with Steelhoof stood over the smaller unicorn, bearing down on him faster than he had on Tungsten. Without his speed and tricks, Chromium was much more delicate and weak than he appeared. Now it was just a case of taking advantage. He reached back to strike at Chromium's unguarded body, but he was prepared.

The unicorn kicked out savagely with his hind leg, impacting sharply with his chestplate and shooting away from the pegasus. Steelhoof lunged forward, but Chromium disappeared in a deep red flash and a sharp crack. He heard the sound again behind him, and he whirled around to face him angrily.

Chromium was hovering, Looking down on him with a condescending expression.

"Do you really think you could lay one so powerful as myself low with such a pathetic display? No, I shall show you how powerful I truly am…" He rose higher into the air, and the indigo sky darkend to black as thick stormclouds suddenly billowed overhead.

Lightning flashed at Steelhoof's hooves, and he instinctively lifted his hoof, rearing back slightly from the flash.

"What's wrong, Steelhoof? Afraid of a little spark?"

"No, I'm just worried I won't be able to pound you with all four hooves." He growled.

Chromium chuckled. "Always such a warrior, Steelhoof… How do you expect to kill me if you can't catch me?"

"Well, if you fought like a stallion instead of a little filly…" Steelhoof snarled in reply, staving off a full red-eyed rage as best he could. He'd need control if he wanted to win.

Chromium roared a higher pitched, grating roar that pierced the deepest reaches of Steelhoof's mind. He shook his head, clearing his thoughts. He could see lights being turned on in the area.

Before Steelhoof could fully regain control over the situation, Chromium hurtled downward like a comet, heading straight for Steelhoof. It was far too late to retreat, and Steelhoof was a warrior. With his own deafening roar, he leapt upward to meet the metal unicorn, his wristblades drawn to counter the whirling pieces of metal heading for his face. Then he entered the maelstrom of Chromium. The blades swirled about him, sending out sparks wherever they hit. He could barely see through the onslaught, but in a flash he could see Chromium, attempting to pass him without contact. He lashed out with his left forehoof, ignoring the blades cutting into his armour. He felt his hoof hit something solid, and they separated with the force of the blow. Steelhoof found himself looking upward at the sky, flying away from their confrontation. Before he could turn to face the floor, he hit the cobblestone hard. Quickly, he scrambled to his hooves, just seconds before Chromium could do the same. He took a quick glance, and saw just how much damage Chromium's blades could do.

Most of the first half of his body was coated in long, thin gashes that passed straight through his armour. His left hoof was especially damaged, and a light in the back of his eye was telling him he had a wire cut there. Chromium didn't fare much better. There was a large dent in his shoulder, and it creaked ominously as he stood. Steelhoof indicated toward it with his damaged muzzle.

"How's the shoulder?"

Chromium only roared again, although quieter now. He stamped on the floor and lightning flashed across the sky again, the green ring of fire flickering as it did so. Chromium was running out of magic.

"Getting tired?"

Chromium simply growled in response, and smoke erupted out of the cracks in his armour, engulfing him. The smoke rose off the ground, and darted toward him like a spirit, the essense of Chromium's face etched into the boiling cloud.

Steelhoof lashed out in an attempt to defend himself, but his hooves cut straight through the cloud, reforming on the other side. With a whoosh and a hissing laugh, the cloud entered his body, his mind.

Steelhoof roared in anger, and for the first time, pain. He could feel it, cascading through his brain, invading his thoughts and memories. Steelhoof could feel the pain, like somepony was taking a whisk to his brain, but he could feel something else, something that coursed through his circuitry far more than the pain.

Anger.

How _dare_ Chromium do this. How _dare_ he try to cheat his way to victory. He knew it was a childish thought, but it gave him strength. If he was going to force Chromium out of him, he was going to need to get angry. And getting angry was something he specialised in. The anger inside him formed a red ball inside his mind, slowly expanding outward, stopping Chromium in his tracks. His eyes glowing like signal flares, He roared, thrusting his head forward. As he did so, the smoke billowed out of his mouth and nose, forming a very dazed Chromium lying on the floor. He quickly rolled to his hooves, and grinned sadistically at Steelhoof.

"Oh, you've done some bad things, haven't you, Steelhoof?"

Steelhoof growled and advanced, his hoof raised.

"But of course, Steelhoof, you couldn't hurt…"His horn glowed, and his form shrank and shifted.

"Me, could you?" The now Rainbow dash finished, her magenta eyes staring widely up at the huge pegasus who was recoiling in horror.

She spoke again, and Chromium's voice hissed forth from her mouth.

"Of course, hurting her hurts you, doesn't it?"

She flopped her head to one side, and there was a sharp crack as her neck snapped. Steelhoof winced, taking a step back. She took a step forward, her ankle shattering and a large cut appearing on her face. Steelhoof's eyes blanched. It looked so real to him.

_It's not really her,_ he told himself. _That's Chromium, not her. She's lying in bed, helpless because of what… what _He _did._

Steelhoof winced again as she took another step forward, a shard of bone forcing through her skin right next to the cutie mark.

That was the last straw.

Giving one final prayer that this wasn't somehow the real Rainbow dash, he struck out quickly, hitting her square on the head, nearly crumpling internally as he did so.

Instantly, she vanished into wisps of cyan smoke, and Chromium was dashed against the cobblestones. He looked up at Steelhoof who was advancing toward him with fire in his eyes, and touched his hoof to the large dent just next to his horn. Anger and humiliation flashed across his features, and he scrambled to his hooves quickly.

"You may have injured me… but I'll be certain to kill you when next we meet… that is to say, if you survive the next two days…"

Steelhoof looked in surprise, forgetting his rage for a moment.

"What's happening in the next two days?"

"Well, it's supposed to be a surprise, but…" He grinned sadistically. "I want to kill you myself. Two days from now, the army will strike Ponyville. The citizens will be crushed underhoof, and you will most likely die trying to save them. If by some miracle you do survive though, I will be watching. And waiting. Until then however, I bid you adieu."

His form twisted and changed beneath a veil of black smoke once more, and a flock of bats erupted from his, flying away into the night. Steelhoof roared at them as they left, knowing that he would never be able to catch them. Maybe Rainbow could, but… Rainbow. He had almost forgotten! Immediately he whirled around and galloped back toward the cloud castle, hoping her condition had not worsened.

**Wow, sorry that one took so long to come out. I've got some pretty major exams all next week, so I've been studying hard. Needless to say, Steelhoof shall never be forgotten. The last two stories are practically an intro to this story.**

**Chromium is heavily based off a character design given to me by the one and only Valourusspectre, who later became his design for Xero. Thought I'd better give credit now rather than later, because I'd only forget.**


	4. Chapter 4:  Bad news and medical wards

Rainbow dash woke slowly, her vision blurred and her head pounding. It felt like she'd been run over by a train. Still, it wasn't like she had anything to do today, so she might as well just stay in bed with Steel… She snuggled slightly at the thought, seeking to rest in the huge dip in the cloud mattress created by his vast weight.

It wasn't there.

_Okay, don't worry. He's probably attempting breakfast again, you know what he's like. He does a better job of it than me… Maybe he's making me some hay bacon?_

She sniffed, and her nose was met with a clean, sterile smell.

_Okay, it definitely isn't hay bacon. In fact, if I'm not mistaken, that smells a lot like… no._

Slowly she opened her eyes a crack, and was met by the pristine whiteness that could only be a hospital ward.

_Fuck._

She opened her eyes fully, and tried to lift her head. The thumping intensified, and she dropped back to the pillow, wincing. There was a swift, whirring movement and she could feel a large prescense before her. She forced her eyes open, and was greeted by her robotic coltfriend, smiling hopefully at her.

"S-Steel?" She asked quietly.

"Thank the gods, you're awake…"

"Yeah… what the hay happened? I feel like I took a rainboom to the face…"

"We had a… intruder…"

"Intruder?"

"Yeah, one of them. Called himself Chromium. A unicorn."

"R-really? What happened…?"

"Some… drug, or something, I don't know. A hallucinogen or something. To keep you occupied."

"Damn… I take it you kicked his sorry flank for me?"

The massive pegasus looked sheepish, and scratched the back of his neck.

"Well… no. He got away…"

"Yeah… wait, he what? That's not like you…"

"He used magic! I can't teleport…"

He looked down, and Rainbow smiled slightly.

"Aww, c'mon, Steel, it's not the end of the world, is it?"

"I… I guess not. It's just, he made me so angry, he got you hurt… I want revenge, is all."

"I know, I know. My little warrior. I'm sure we'll both get to whip his flank from here to Stalliongrad soon enough. We'll show him what you get if you take on Steelhoof and Rainbow dash, won't we?"

He smiled.

"Damn right we will."

She looked at the big stallion standing before her for a few seconds, figuring something out. This was hardly the first time she'd woken up in the hospital since they'd met, and something was… different. But what?

"Say, Steel? Aren't you usually in here?" She said, patting the bed slightly with her hoof.

"She won't let me." Steelhoof said in a foalish manner. With an outstretched right hoof, he pointed to the window, and sitting on the windowsill was nurse Tenderheart, a pair of defibrillators in her forehooves. The curtains were closed, and there wasn't much light coming in, the lamp by the bedside serving as the only illumination in the room.

The sight of the seemingly indestructible metal stallion afraid of the much smaller earth pony was amusing to Rainbow, and she chuckled lightly. He looked at her indignantly.

"What?"

"Sorry, it's just you, scared of her… it's kinda adorable. No offence, Nurse." The pale mare nodded dismissively at her, barely paying attention. She turned her gaze back to Steelhoof, and shifted in bed slightly. As she did so, pain shot through her head and she winced, tensing up.

Steelhoof looked at her, concern showing in his eyes.

"Are you alright Rainbow?"

She looked at him with big eyes.

"My head hurts. Fix it for me please?"

He smiled softly and looked toward the nurse, who gave him a disparaging look, but nodded curtly.

He turned back to her, and giving her a warm smile, unclipped his wristblades and gently rubbed his hoof on her head, ruffling her soft mane slightly. She sighed gently in happiness, and she relaxed into the bed. He continued using both hooves, lovingly relieved the pain as best he could.

She purred slightly with happiness, and snuggled under the covers as he did so. He smiled at her fondly and nuzzled her forehead, smelling her sweet mane.

The stayed there for a few seconds, enjoying each other's company, before Steelhoof broke the silence.

"Rainbow?" He murmured.

"Yes Steel?"

"You've got a… slight change in housing for a while…"

"Wh-what?" She said, pulling back and staring at him. "Did something happen to our house?"

"No, nothing like that. There's a… really nice vault going in the Canterlot catacombs, and…" Steelhoof's voice died away, and he broke eye contact nervously.

Rainbow looked around furtively, making sure that Steelhoof, the nurse and herself were alone in the room. When she spoke, it was in a low voice.

"Is this about the… attack?"

The big pony nodded.

"Any news on when it's happening?"

"Two days." He said quietly.

Her eyes widened and she let go of him quickly.

"Two days? Are you sure?"

He nodded again. "Chromium let it slip."

At the mention of Steelhoof's latest foe, Rainbow became slightly sidetracked.

"What's he like, this… Chromium pony?"

Steelhoof growled in a way that would have been threatening at the least to any other pony. But Rainbow knew she was safe with him.

"He was a… sadistic bastard. Wanted to do all sorts of things… with you… And… he was such a little coward!" He stamped heavily on the floor. "Spent the whole time running away, the little filly. And he spent half of it cooking up a bunch of parlour tricks to piss me off. At least Tungsten had respect for tradition…" He trailed off again, looking away with a dark scowl on his face.

She pulled his face back toward her with her hoof, looking into his eyes.

"I think we might need to prepare…"

He nodded.

"You're right. I had other priorities…"

"Come on, Steel. Ponyville comes first."

"Yeah, sorry."

"C'mon, big guy. Stop looking so depressed. I'm okay now, so you go and get everything ready so we can kick their asses pony style!"

He smiled. "Alright then. Are you sure you'll be okay? I don't really want to leave you by yourself…"

"Hey, come on! I'm Rainbow dash, Steel. I'll be absolutely fine. Now you go be a hero."

"Well, because you asked me so nicely…" He smiled and bent down, gently kissing her on the lips.

She nuzzled him back, and smiled.

"Come on Steelhoof, you don't have 'till hearth's warming."

"Right, gotcha. See you, later, beautiful."

Rainbow blushed slightly as he trotted quickly out the white double doors, narrowly avoiding crashing into a doctor as he went. He turned left as she watched him, the loud clattering of his hooves on the floor tiles slowly fading away as he left the ward.

With difficulty, she turned her head and faced the white earth pony sat on the windowsill.

"So how come you don't like him?"

Nurse Tenderheart scowled slightly. "He's a hindrance to our services. He makes a mockery of our profession, and made me threaten to kill him just to make sure you got better. There are fewer ponies who have given less thought for safety in all of Equestria."

Rainbow frowned in return. "Hey, you know he only means well."

"That may be so, but that changes nothing about what he does in serious situations. You don't know what he's like, you're always unconscious."

"Whatever…" Rainbow said, closing her eyes and resting deeper into the bedsheets. "What time is it?"

"About… four in the morning."

She groaned loudly.

"Okay, I'm gonna try and have a nap. You can too, if you like. Steel's not coming back."

"Alright." She heard the sound of the defibrillator being set down, and the sound of the nurse returning to all four hooves. "Just ring the bell if you need anything."

Rainbow yawned loudly. "Sure thing…"

She listened to the sound of hooves leaving the room, and the door closing behind her.

She relaxed into the bed.

"No way am I gonna be here for any length of time…" She murmured before falling asleep.

00000000

Steelhoof strode quickly down the darkened street, heading for the town hall. It was barely morning, and the sleepy town was still mostly asleep. A few lights were on, mostly around the square. He winced inwardly as he saw the ring of blackened flagstone surrounding the well. He trotted hurriedly past the scene, ignoring the curious, if slightly cross-eyed look from the blond-maned mailmare as she flew past him at low altitude.

Before long, the large round building came into view, and he hurried toward it, his hoofsteps echoing in though the quiet streets.

He burst in, only to find a very familiar pegasus stallion working at the desk, who looked up and glared at him slightly for disturbing the quiet of the reception room. He trotted over to him.

"Say, do I know you?"

"I should expect so. I came to your house not long ago."

"Oh yeah…"

"I must say, that was a vulgar and uncouth display that morning."

Steelhoof frowned. "Got something against love, buddy?"

"I have nothing against love. I would however appreciate it if you didn't force it down my throat."

"Why, jealous? I would be."

"Look, can I help you? Or are you just here to brag?"

"Sorry, my nerves are still fried. I'm just feeling confrontational."

"So, what do you want?"

"I need to see Mayor mare."

"Too bad, she just got here and won't accept visitors for at least another half an hour."

"I don't think you understand the urgency of this situation, secretary."

"I don't think you understand the importance of routine, Mr Steelhoof."

Steelhoof was exasperated. "Listen, pal! In two days time you're all gonna be dead unless I can talk to the Mayor right fucking _now!_"

His face paled. "Wh-what?"

"You heard me! There's an army on its way and unless we do something, everypony's going to die horribly. So let. Me. In."

"R-right this way, Mr Steehloof. I apologise, I didn't realise how important this was…"

"You just don't like me. But I understand. Lead the way."

The slate-green stallion stepped out from behind the desk and trotted over to the far side of the semi-circular room, and knocked on an ornate mahogany door. There was a muffled voice from within.

"This early, Quill? What in the name of Celestia do you want?"

"I have a visitor, Mayor."

"Visitor? Tell 'em to go away."

"It's Steelhoof mayor…"

"Oh, really? Send him in."

The stallion known as Quill sighed quietly, and pulled open the door, indicating the doorway with his muzzle. The big pony nodded and walked in.

The mayor's office was fairly large, but felt small and almost cosy. There was a fireplace in one corner, which was burning brightly and casting an orange glow over the room. The Mayor's desk sat in the middle, and the tan coloured mare sat behind it, a steaming mug of coffee by her side.

"I knew you'd come here… but does it have to be so early?"

"What time is it?"

"It's quarter past four in the morning, Steelhoof!" She said loudly. "And it doesn't help that you kept me up since half one… I work late hours as it is…" She slumped.

"Sorry about that… He was a… new guy."

"Fantastic… So you killed him?"

"Why does everypony assume that?"

"You did kill him, right?"

"Well… no."

She groaned loudly. "Do you have any good news?"

"That's as good as it gets, I'm afraid."

"It gets worse?"

"Yeah… we have two days until the army arrives."

Her face hit the table with a thud. "Are you sure?" She said with a muffled voice.

"Only too sure, I'm afraid. We need to do something fast."

She took a gulp of hot coffee, wincing. "Such as?"

"I don't know, get everypony out of here or something?"

"What would be the use? You said that this attack is on the whole world, right?"

"Yeah…"

"So what would running away achieve, if they're just going to cut us down as we run?"

"So you say we should fight?"

"Yes. We should."

"If you think it's a good idea, Mayor. I'll just go and-"

"You might want to wait a couple of hours, Steel." She interrupted. "Nopony's awake yet."

"…I knew that."

She smiled. "Sure. Should we meet in the square at six and sort things from there?"

"Sounds good."

"Oh, before I forget, how is Rainbow? I got a memo that she'd been taken into hospital this morning."

"She's fine, thanks. A bit tender at the moment, but fine. No serious damage."

"Good. I don't want my ponies hurt…"

He frowned. "There's going to be a lot worse than that soon…"

"Don't remind me. That's different though. We don't have any choice."

"I know, I know. I'll see you at six, right?"

"Right."

"Okay, have fun then." He said with a flicker of a smile, before walking out into the lobby. Quill looked at him worriedly.

"Are… are we gonna be okay?"

Steelhoof shrugged. "I damn well hope so."

And with that, he calmly walked outside, where the summer sun was just beginning to send it's rays over the horizon. He had more than an hour and a half to kill before the meeting at the square, and he wasn't allowed to visit the sleeping Rainbow dash. So what now?

00000000

**And here we are again! Another chapter of Steelhoof, and another step closer to the end of the trilogy! I hoped you liked it, and as always, any thoughts, comments or ideas are music to my ears and I would love to hear them.**


	5. Chapter 5: Public speaking

Steelhoof began the walk back to the town square, having spent the last hour and a half aimlessly ambling the streets. He still had ten minutes, ample time to get back to the centre of town.

As it was so early in the morning, and given the circumstances, Nopony was really ready to ask him to leave Ponyville, least of all the mayor. The town was bizarre in the half-light of the dawn, and Steelhoof found himself scrutinising every detail of the whole area. This could well be the last time he ever saw the place, at least while it wasn't on fire. The whole place was quite beautiful when he looked at it like this.

He passed under a small bridge that connected two properties, gazing at the architecture. It was strange to think that in just two short days, he would be fighting for, and quite possibly even dying for, this small town and its ponies.

_Finally found something worth dying for._ He commented, thinking back to the time when Purity had entered Ponyville, ready to kill anything in his way. Steelhoof had saved the citizens then, and he'd save them now. Provided he wasn't instantly killed, of course.

As he made it closer to the square, he noticed that there were more and more ponies slowly making their way to the centre of town too. He recognised a few, but none of his close friends were there.

He increased his speed, looking at the other ponies more closely. He might not see them again, at least not like this. He hated that there was no way to get them someplace safe, not to mention the fact that it made his cutie mark itch.

As he walked past the black scorchmarks in the cobblestone, the slowly growing crowd of ponies started moving out the way, and Steelhoof couldn't help but notice the fear in their eyes at the sight of his scarred and battered body.

He made his way slowly to the town hall, where Mayor mare and the elements of harmony (Thankfully minus Rainbow dash) were standing outside the town hall, trying to get the crowd to quieten down. Steelhoof strode quickly over to them, the ponies still keeping a respectful distance. Steelhoof really didn't like the news he was going to have to tell them.

He walked over to his friends.

"What's the situation so far?"

"Nothing's goin, sugarcube. We've no ideas, and they ain't ready to listen just yet. This is a little early in the morning for most ponyfolks…"

"Well, I'm afraid they'll just have to wake up. Any way we can get their attention?"

"Umm… not without being rude…" Fluttershy said, clearly nervous about being in the spotlight, and terrified of what was to come of Ponyville. Big Macintosh, the ever amicable stallion who was looking more like a bodyguard by the day, stood quietly behind her, keeping his eyes on the smaller pegasus mare.

"Well, we have to do something, rude or otherwise." The mayor said in exasperation.

"Well, if we can't think of something, I'm going to have to be rude." Steelhoof said, turning toward the crowd. To his surprise, a certain fuchsia mare was already preparing to address them.

"Heya, everypony! We're ever so sorry we had to call you out so early, but this is kinda important!" Pinkie shouted across the crowd, who turned to face her, accustomed to the sound of her voice due to her frequent parties.

Suddenly embarrassed by all the attention, Ponyville's party pony blushed, and called out:

"Thanks, guys! Steelhoof, you take over!" Quickly, she darted to the side, letting Steelhoof take the spotlight. He couldn't help but see what they might look like in just a few short days. How many would survive, if at all? He shook his head violently, and addressed the town.

"Okay, everypony. By now, I'm expecting you know I'm not the only one like this. I doubt any of you could forget Tungsten a few days ago, and I'm sure me and Chromium woke up a fair few of you last night. That… wasn't a fluke. I'm not gonna lie, there's some serious stuff going down, and soon." He paused. "There's… an invasion force. No idea how many. And they'll attack in… two days."

At this, there was an audible gasp from the community, and Steelhoof looked away for a moment. His job was to protect, not to lead them to their death. He raised his head and continued, his voice rolling out over the crowd.

"Of course, we want you safe. I want nothing more. You all mean so much to me… But there's nowhere to run. This isn't just Ponyville, this isn't just Equestria. This could well be the whole world. We know we can't run, and we sure as hell know we can't hide. There's only one thing left to do." He paused again, and Rarity placed a hoof on his shoulder in support.

"We fight."

There was uproar in the crowd. Everypony had seen what Tungsten was capable of, and Steelhoof still looked like he had been dipped in a blender. Also, it was clear that Rainbow was still missing, as Steelhoof rarely went anywhere without her. Their fear was understood, but here it wasn't really helpful. Steel wasn't a motivational speaker. He sighed. He needed a miracle.

"I-it's okay, Steelhoof. There's still two days… we can-"

"Quiet, everypony! Steel's right!"

Steelhoof's head shot up. He knew that voice. There she was, his miracle. With the bandages on her head, she may not have looked her best, but she was still beautiful to the mechanical pony as the ponies parted to let her past. The crowd went silent, allowing Rainbow to trot quickly over to where her friends were standing. She spoke again.

"Steel's right! We do have to fight! Look, I know things sound bleak, but this isn't the Ponyville I know! What happened when Nightmare moon returned? Yeah, we were scared, but did we give up? No! And when Discord made this place the chaos capitol of the world? Yeah, it was crazy, but did we give up? No! And that's because we aren't just any ponies! We aren't just your run of the mill, average ponies! We're warriors inside! We don't give up just because things look dark! Every enemy has a weakness, and we can overcome them with it!" She looked out over the crowd. "If we have to fight, we have to fight. And hey, if we lose, and I'm not saying we will, but if we do, how would you rather go? Fighting, or hiding under your bed? I can't ask you to do this, nopony can. But what else can you do?"

The crowd was deathly silent. Rainbow looked out over them, with fire in her eyes. A lopsided grin on his face, he tapped her shoulder lightly. She whirled around, face to face with him. She stared blankly for a few seconds.

"What?"

"You're meant to be in hospital, Rainbow."

"I have important things that need doing."

He sighed and rolled his eyes, returning his gaze to the Ponyville collective. To his surprise, they were murmuring between themselves, and Steelhoof could actually see some determined smiles staring right back at him. For the first time since he'd left the hospital, he smiled back. Then voices started calling out, and he turned his smile to his beautiful fillyfriend.

"She's right, I'm not gonna die in some hole!"

"If we've gotta fight, then we've gotta fight!"

"If we can take on an ursa minor, we can take this too!"

"Yeah, that's the spirit!"

"If we know their weakness, how can we lose?"

"Especially with Steelhoof _and _the elements of harmony!"

Steelhoof was gobsmacked.

"Alright Rainbow, I owe you one."

"Damn right you do."

He smiled again before turning back to the now excited crowd.

"Of course, a win isn't just going to come like that!" He shouted. "That's why we gave you as much warning as possible! We need to prepare for a full scale invasion!"

There was a cheer, and Steelhoof looked back at his friends, who were smiling just as widely. They might just stand a chance yet.

"Okay. Big Macintosh?"

"Eeyup."

"You can help everypony set up defences around town. Anywhere we can hole up, make it happen. Got that?"

"Eeyup."

"Wonderful." He turned to Caramel, who was standing faithfully at Applejack's side. "You smelt metal, right?"

"Yep. I'm the best blacksmith in the region."

"I'm sure. Can you make armour?"

"I don't really know, I've never tried… Then again, I know how it's done, so… yes?"

"How much armour do you reckon you could knock out in two days?"

"Not much without help…"

"Then take some ponies who know what they're doing."

"Sure thing."

"Okay, where's Twilight?"

"Right here Steelhoof." The lavender unicorn said. "Before we start, I've been doing a little research and I think I know what it is that makes you work."

"Really? Will this help at all?"

"Well, I think so. In essence, what it is, is dark magic."

"Dark magic?"

"Yes. Well you see, it's been speculated for centuries, but pony scientists have never been able to find it. All we know about it is that it certainly exists, and it seems to follow perfectly opposite flows to normal magic."

"Exactly opposite?"

"Yes. You see, magic is in the air all around us, all the time. A unicorn's magical prowess doesn't so much come from within, it comes from their ability to absorb magic from the air. The more magic they can absorb, the more magic they are seen to have. Dark magic on the other hand, works in the opposite way. It's inaccessible to unicorns, and avoids the flow of normal magic. It's mostly theory."

"…Right. How does this help us?"

"Well, the right spell, with the right frequency and wavelength, given enough power, could cause the dark magic in a metal pony's core to avoid the pulse, leaving their body and killing them."

"Seriously? That's awesome!"

"It is. Unfortunately, locating the right frequency and wavelength, coupled with sequencing the spell, would be mind bending, and the power to say, clear your core, would be ten times anything I could muster."

"Could you just get a bunch of unicorns to do it?"

"Well you could, but they'd need perfect synchronisation, among other things."

"Ah. Well, you might as well look into it any way. If we can make a wonder weapon, the tables might be turned."

"Glad to be of use."

"Actually, I need you right now."

"Right now? What for?"

"Well, you're the best pony at uh… absorbing magic or whatever, so I was wondering if you could help me and Rainbow teach the unicorns how to fight."

"No problem!" She beamed. Anything to help! Now, let's get started!"

Steelhoof nodded.

"C'mon Rainbow, let's teach everypony a thing or two about fighting."

The trio stepped down from the town hall's stage, and made their way toward the crowd.

A mystery voice called out to Steelhoof's left, asking them to stop. They did so, turning to see a slightly younger blue pegasus stallion running toward them, saddlebags full.

"Mister… Steelhoof…" He panted, as Steelhoof looked at him slightly impatiently. "I'm… I'm Aero. Aero tech."

"Pleased to meet you, kid. How can I help you?"

"I'm afraid it might be the other way around…" the pegasus known as Aero said. "You see, I'm something of an inventor, and I've been spending a lot of time around that… thing the inquisitor had in the Everfree."

"I thought I said nopony is to go there?"

"Yeah, um, sorry about that. But, I made this." He slipped off his saddle bags and retrieved two thick metal bracelets, far too large for decoration, coated in wires and tubes and with small rubies embedded in the top. He held them out to Rainbow dash. "If you'd like to try these on, milady?"

"What the hay are they?" She asked, frowning.

"You see, they are a masterful weapon, miss Rainbow dash." He slipped one onto his right hoof. "With just a flick of my hoof-" He flicked his hoof, and a long thin blade slid out of the underside, several wires attached to it. "You have a deadly blade. And if I press this button-" He pressed a small button on the side, and blue sparks crackled down the blade, wreathing it with electricity. "It becomes a blade of the gods." He finished, his tone apparently meant to convey awe.

"How the hell does that work?" Steelhoof asked as Rainbow eagerly slipped them on, flicking the blades in and out.

"You see mister Steelhoof, the gem has an electricity spell cast upon it, which in turn powers the blade."

"But magic leaks out of stored items, doesn't it?" Twilight asked, fascinated by the device.

"Yes, but I managed to slow it as much as possible. The gauntlets should be able to function for about a month per charge."

"How much does it deliver?"

"About three hundred fifty volts."

Steelhoof let out a low whistle. "That's fatal if it hits any circuits."

"Exactly what I thought."

"Reckon you could put this on any other weapons?"

"Any made of metal, I guess."

"Perfect. We're gonna need you."

"Awesome!" The enthusiastic pegasus cried.

"Right, go and talk to… Caramel, and see what he has to say."

"Okey dokey then!" He said brightly, cantering over to the stallion, who was now picking out anypony was a vague smithing ability.

"He was… cheerful." Steelhoof said to Rainbow.

"You don't say…" She murmured back.

"Okay then, shall we be off before we have any more distractions?" Twilight said brightly.

Steelhoof nodded to her, turning to the crowd that remained.

"Alright, anypony who wants to know how to fight, come with u-"

Suddenly, there was a bright flash of light above Ponyville, blinding everypony unlucky enough to be looking up for a few moments. Steelhoof was instantly on edge. What if it was Chromium again? What if the unicorn had been lying and this was the invasion?

Instead of a vicious army of ponies however, a single huge chariot raced down from the sky, immediately recognisable as that of the royal pony sisters. Mayor mare shielded her eyes with a hoof as the burst of light died away, trotting toward where the chariot had landed.

Gracefully, Celestia and Luna stepped down from the chariot, nodding to the guards pulling it.

"G-greetings, your highnesses!" The Mayor said, as brightly as she could muster. "It is an unexpected privilege!"

"Well thank you… but I'm sure you understand that this wasn't just an informal meeting… can I speak to Steelhoof?"

Steelhoof trotted over with Rainbow at his side, and the other elements followed, curiosity in their eyes. As he approached, Celestia was the first to speak.

"Well hello, Steelh- Oh my, you look terrible!" The princess said, turning her nose up slightly at the multitude of slowly repairing scratches coating his body.

"Good morning to you too, your highness." Steelhoof said blankly, nodding slightly to the princesses.

Luna turned to her sister. "I take it this is Steelhoof, Tia? The one you've said so much about…"

He snorted, and Luna returned her gaze to him. "Am I the only pony who failed to notice the point where I suddenly became famous?"

"Steelhoof, you're a wanted fugitive and the only pony to survive an inquisitor, who is now a listed public protector. It's hard for you not to be well known."

"Especially with your… appearance." Luna interjected, although not unkindly.

"Well, usually I look better than this."

"What in Equestria happened to you?"

"Another one of my 'brothers'," Steelhoof said sarcastically, for lack of a better term. "Happened, and tried to kill me."

"I'm hoping you defeated him…"

"Dammit, why does everypony say that?" Steelhoof said exasperatedly. "No, he's still alive. I won, but he escaped."

"Escaped? That's very bad news…"

"You're telling me." Steelhoof said flatly. "Look, I know you didn't come down here for a chat. What do you want from me this time?"

"He can be rather blunt, can't he, Sister?" Luna said with a slight smile.

"Yes, he can." She turned back to Steelhoof with a grim smile of her own. "I'm afraid that Luna has been awfully cheerful since… all this has started happening."

"Oh, you heard?"

"Yes, a seer came to Luna and myself last night. I take it you found out somehow?"

"Yup, day after tomorrow."

Both princesses gasped. "The day after tomorrow? That soon? Are you sure?"

"Yeah, a little birdie told me. I take it this is a problem?"

"Yes it's a problem! Two days to prepare for something like this? A full scale invasion!"

"Looks that way."

"That's way too short a notice to warn any towns!" Celestia almost shouted. "How are we supposed to protect anypony?"

"I don't know!" Steelhoof replied. "Why can't you contact anypony?"

"Well, for the last few weeks, Mailponies… have been disappearing."

Mayor mare gasped. "Seriously? Do you think it's linked?"

"We can only assume, with something this widespread."

"We still have Miss Derpy, Princess."

"You may want to keep an eye on her then." Luna said. "She could be targeted soon."

"But why would they do that?" Mayor said.

"Keep us in the dark. If somepony finds out, and warns the whole country, they lose the element of surprise. If they keep us alone and afraid, we're as good as dead before the battle begins." Steelhoof said in a low voice.

"Indeed. That and all the daily newspapers have been going on strike."

"Funny coincidence…" Rainbow said simply. "They've really thought this through."

"More's the pity."

"So what do we do now?"

"I… don't know."

Steelhoof piped up. "Well, we're organising town defences as best we can, maybe we can send Derpy out to warn as many towns as she can?"

"As much as I'd love to, I'm afraid not. She's the only trained mailmare left in the area. We need her to shuttle information between here and Canterlot."

"Why here?"

"Because you're here, Steelhoof."

"That doesn't matter. They think I'm dead now anyway, unless Chromium told them otherwise."

"I take it this is your… 'brother'."

"That's the one."

"Do you think he would? That would mean reporting failure…"

"Good point. He didn't strike me as that kind of Stallion. Which means, Ponyville won't be a serious target, right?"

"Whether they think you're alive or not, this town has caused them a serious headache recently. I think he will attack here more severely, as revenge."

A number of ponies in earshot gulped loudly.

"I guess we'll just have to be more ready." Steelhoof said bluntly.

"Would you please stop being so obstinate, Steelhoof? You aren't commanding an army of supersoldiers here!"

"These are some of the toughest ponies I've ever met! I have full confidence in them!"

"You're going to need more than confidence, Steelhoof!" Celestia almost shouted, before sighing softly. "Sorry for that. This is… stressful… I'm sure you understand."

"Well… I try to. I just don't want to think about the other possibilities..."

"I understand." She said simply, as Twilight made her way to the front, standing on Rainbow's right.

"Hello, Princesses… It's good to see you both again!" The lavender coated unicorn said, smiling brightly.

"Hello, Twilight. It's good to see you too." Luna said, who had recently gotten to know her sister's star pupil very well.

"Hello, Twilight, how have you been?"

"Oh, I'm alright. A little tired, but alright. I was thinking though…"

"About what?"

"Well… couldn't we use the elements of Harmony to defeat all these… mechanical ponies?"

Celestia frowned. "I'm afraid not… the elements of harmony do not kill… only restore balance. This wouldn't fall within their power."

Luna turned to her sister. "I told you we should have taken the elements of destruction…" She murmured.

"You're always so impatient… Besides, think about what that would have meant for you…" Celestia murmured back, before returning her attention to her star pupil.

"Nevertheless, I don't think that the elements are going to be much good here. Steelhoof, I think you might just be out most valuable asset here."

"Wonderful."

"Yes, well, you know how things are." Luna said. "Sister, shall we? We need to coordinate Canterlot's defences…"

"Oh my, I'd almost forgotten!" Celestia smiled. "It's a good thing I have you here, sister."

"I know, Tia, I know."

"You continue preparing Ponyville, Steelhoof, and we'll see what we can do for the rest of the country." Celestia said, before returning her attention to her sister.

Lost in conversation, the two princesses returned to their chariot. Celestia gave a nod to the guards pulling it, and they took off, heading back to Canterlot. Steelhoof returned his gaze to the crowd. "No interruptions…" He growled under his breath.

00000000

Steelhoof stood across from her, the gentle breeze disturbing the grass at their hooves as they reared up onto their hind legs. With a soft _shnick_ she flicked out the dual blades on her wrists, the weight of the device comforting, if slightly unfamiliar. They stood in silence, her lack of experience clear in her stance. Still, she was brave and defiant. She took an aggressive position, with her left back hoof in front of her right. She held her left forehoof in front of her, ready to deflect a blow. When she had asked the big pony if she could have a few special lessons with her new gauntlets, she hadn't expected to be fighting him, or so soon. She was just glad that his blades were lying a good ten feet away in the grass.

"Okay, you ready, Rainbow? I know that an enemy wouldn't normally ask-"

"Ready, big guy."

He nodded, and shifted his position slightly.

In an instant, Steelhoof made his move. Like a bolt of lightning, Steelhoof struck out with his hoof, heading straight for her face. Even with her reactions, she only just made it clear, and the wave of air from the blow struck her, blowing back her mane and stumbling her.

Quickly, she shook her head, taking another step backward, clearing the fog in her mind. He pursued, and she made full advantage of him being off balance. She jumped toward him, trying to lash out with her blade. He caught it easily, pushing her to her right with one hoof and punching with the other. She deflected it with the top of her wrist, catching it on her wrist guard. The sheer force of the blow knocked her backward, jarring her whole arm painfully. She winced in pain, and she could nearly see Steelhoof shift into his protective mode. But this was something that she needed. He pressed his advantage again, kicking out with a rear hoof. Thinking on her hooves, she leapt forward, springing off of his outstretched leg and taking to the air. Behind her, Steelhoof smiled.

"Play to your strengths, Dash."

She whirled around, hovering in mid-air above him. He stayed down on the ground, adopting a defensive stance.

"Like I told you, don't give the enemy any time to react! Come on, I thought you were the fastest pony in Equestria?"

That did it. She sped down, delivering a series of blows directed at his face, all of which were unfortunately blocked. She then somersaulted mid-flight, heading straight back for him. Just like she had hoped, he hadn't had enough time to turn and face her. He was turning to his left, so she zipped past his right, digging the blade deep inside his back, just underneath his shoulder blade.

It stuck.

With a cry, she was wrenched out of the air and crashed into the ground, rolling with the impact to reduce the pain. Steelhoof bore down on her, and she flipped to her feet, just vaulting clear of a powerful horizontal blow. For now, her heightened reactions were keeping her in the fight. But she'd need to go on the offensive if she wanted to emerge victorious. She lashed out again several times, each attack being blocked by Steelhoof's enormous hooves. She could feel herself getting more and more angry with each blocked manoeuvre, a ball of rage in her throat clouding her vision. In an instant, she found herself lying on her back, Steelhoof's bladeless hoof near her face.

"C'mon, Dash. You need to focus. I shouldn't have been able to flip you back there."

"How did you flip me back there?"

"Not important. Point is, you need to keep control of your temper. I know I get angry a lot, and I know it looks like a lot of fun, and it does help me out, but you're different to me. I can take a few hits, and if they're gonna be anything like me, then you can't afford to."

"I know, I know…"

"Yeah, I go on a bit, you know what I'm like. But you do need to keep a clear head, Rainbow."

"But I'm a fiery mare!" She retorted.

"Fiery or no, you're still just a pony of flesh and blood! You need to keep calm!"

"Well, what do you recommend, oh Buddhist monk?" She said with a hint of anger in her voice.

He poked her nose gently "Stop it, I'm just trying to help. Just think about things that keep you calm."

She could feel herself getting impatient. "What, as opposed to thinking about hooves trying to tear out my guts?"

"You'd be surprised how naturally that comes once you're calm. Of course, it's not like it is in the movies, don't get me wrong."

"Aww… I was hoping to go all slow motion and everything!" She said, smiling.

"Alright then, come on. Let me help you up." Steelhoof said, stepping off her and holding out a helping hoof. She took it, noting how immobile his leg was, almost as if he didn't notice her weight on his limb. Maybe it could help her. Or maybe she was just reading too much into it.

_Come on Dash, calm it. Think about calming stuff…_

She brought herself back to their time in Prance, on their last night, when she had taken Steel up out of the hotel room and up on a cloud high above the city, sitting together on a cloud and watching the sunset together. The sky had seemed like it was on fire that night, as she rested on his big shoulder and held his hoof in hers as they stared down on the city below, wreathed in a glow of red and orange. The whole evening had been so relaxing, and thinking about it helped her sleep on those nights where you just aren't tired no matter what.

She felt ready.

Now she stood across from him, in control of her emotions. The sun was shining, crickets were chirping, bees were buzzing and birds soared overhead. A perfect summer's day. Her mind couldn't have been further from the incoming invasion as she slowly circled her coltfriend, smiling slightly.

Again, she let Steelhoof make the first move, dodging to her right as he leapt for her. She lashed out with her left forehoof as she passed, her blade glancing harmlessly off his armour. He landed on one hoof and whirled around to face her.

"Even with your reactions, that's not going to work if I'm moving that fast."

"Got it." Rainbow said, forcing herself not to become annoyed at the comment. This may be Steel's field of work and not hers, but she still didn't like being told what to do.

She readied herself again, but did not wait for steel to strike this time. Instead, she flared her wings and launched herself toward him, much in the same way he had done to her. However, instead of dodging, Steelhoof brought one hoof forward and one back, ready to strike and defend, whichever was necessary.

_But can he defend this?_ She thought to herself.

She feinted with her left, making him shift position. However, at the last moment, she slashed with her right, her blade digging deep into the side of his neck. She somersaulted past him and landed on her hooves, turning just in time to see the big pony crumple in a heap on the floor.

"Steel!" She cried, rushing over to the limp robot.

"Steel? Oh Celestia, Steel, are you okay?" She said, panicking and lifting his head (With some difficulty).

Suddenly, his eyes snapped open and he bit at her, stopping just millimetres from her nose.

He pulled back, grinning like an idiot.

"You should have seen your face…"

"Steel, I thought you were dead!" She said, hitting him on the head.

"Well you've always gotta make sure. If you're not sure, then give a quick stab through the eye."

"I'll give you a quick fucking stab through the eye in a minute," Rainbow warned, lunging at him playfully. Laughing, Steel rolled onto his back, holding her above him by her gauntlets. He looked up at her with big eyes.

"Pwease don't kill me, Miss Wainbow dash…"

She smiled. "Alright, because you're so adorable…" She said sarcastically.

"Hey, it's too bad war doesn't work like that, or else I wouldn't have to worry about you getting hurt."

"Hey, I beat you, didn't I?"

"True. Maybe next time, I'll use full speed, full strength, total concentration and use my blades like a real enemy would…" He smiled.

"And maybe next time I'll turn these things on…" She pouted.

"Aww, don't give me that look." Steel said, bringing her into a hug.

She smiled happily in Steel's embrace. "Fine…"

"Good. Should we go check on the preparations?"

"Good plan."

Steelhoof slowly released her, and she got to her hooves, allowing Steel to roll over and do the same. Together, they trotted back toward town, Steel gently wrapping his big wing around her.


	6. Chapter 6: A night of bloodshed

Steelhoof awoke with a start, his mind racing and his (Metaphorical) pulse soaring. He sat upright in bed, panting heavily, his mind slowly winding down.

_C'mon, Steel, just a dream. The attack isn't until tomorrow…_

He sighed heavily, turning to the mare to his side. She was sleeping soundly, her furred chest rising and falling softly as she breathed. He smiled fondly and slowly laid down again, facing her contented smile of peace that she always wore when she was asleep.

_What goes on in that head of yours, Rainbow…?_

He smiled again and tried to get comfortable. Much to his disappointment however, his thoughts would not stray from the upcoming battle, no matter what he tried. Fighting was hardwired into his system, and once it got in, it didn't want to leave until he fulfilled his violence quota. With a sigh, he climbed out of bed and stepped quietly across the bedroom.

He walked out into the cool hallway, his hooves silent as they touched the cloud surface. He made his way quickly over to the plinth where the remains of Tungsten still sat. Staring at the eyeless helmet, he reached down underneath, opening a small drawer in the plinth and pulling out a small, but thick and quite worn book. On the spine was written 'memories'. Nopony ever looked in that drawer; even he had only looked in there twice before.

_Of course, Rainbow'd never want anypony to think she was this sentimental… even me…_ He smiled as he remembered seeing her staying up one night, sticking in photos while she thought he was asleep. She probably considered it far too uncool to have a photo album.

As quietly as he could, he trotted back into the bedroom and laid back down onto the huge bed, pulling the rich, purple duvet up over them. He lay on his back, leaning against the headboard and holding the book in his forehooves. He glanced over, making sure she was still asleep and flipped the book open quietly. He skimmed quickly through any childhood photos she had, as those were too private even for him. He moved over to shortly after they met, displaying pictures he didn't even realise were taken. With a smile, he came to their visit to Prance. One picture showed them standing before the Eiffel tower, another taken on the train heading for Stalliongrad, taken by Steelhoof and showing her burying her face in the latest Daring do book, making her totally oblivious to the world around her. He chuckled softly.

"I wish life was still this simple…" He murmured softly, thinking for a moment.

"Wait… this was only two weeks ago!" He said, almost waking his fillyfriend.

_Why is the world moving so damned fast? I only met her a couple months ago…_

He sighed and slipped out of bed again, replacing the book in its drawer and heading out into the cool night. He briefly looked out upon the sleeping town, before leaping off the porch and onto the field below. He needed a walk.

_In just over twenty four hours, this place is going to be a battlefield…_

He trotted swiftly into town, staring at the silent homes that surrounded him as he trotted through the darkened streets. Everywhere he looked, he could see thick, primitive barricades made of stone and wood, blocking off roads, creating choke points and walling in defensible areas. He desperately hoped it would be enough.

Around another corner, dozens of weapons were stacked. Most of them were just farming implements, pitchforks, hoes and occasionally the odd shovel. About half of them were covered in wires and were holding an enchanted gem of some description. Their secret weapon. Whether they won or not, the metal ponies were certainly in for a surprise.

He sighed. All this just made him feel… odd, somehow. This village wasn't meant to be a military holding point, nor were these ponies ever meant to be soldiers, no matter how brave and willing they were. But now, worst case scenario was happening, and it was coming tomorrow.

He rounded the corner to survey another weapon rack, only to see Rarity also there, wearing a thick coat to keep out the cold that Steelhoof was able to ignore. She regarded the weapons intently as she walked up the street toward him, paying little attention. Steelhoof sped up, cantering toward her. Noticing Steelhoof's heavy hoofsteps, Rarity looked up, noticing him.

"Oh, hello, darling!" The white unicorn said, smiling.

"Hey Rarity, How's it going? I didn't expect to see you out here…"

"Ah, well, I've been finding it hard to get my beauty sleep, you understand… There's just so much going on right now…" She turned away slightly, and Steelhoof could have sworn he saw her eyes moisten before she blinked quickly.

"I… understand. It's… weird, you know? It feels like I've been here for years… and yet it's only been a few weeks…"

"Yes… everything's moving so fast now… and I'm not sure I like it…"

"I guess there's not much we can do about it, is there?"

"No, I guess not…" She looked away again briefly, before turning back to him. The look in her eyes seemed much more vulnerable, more afraid. Steelhoof instantly frowned, concerned, his brow furrowing with a click.

"Is something wrong, Rarity?" he said, worried.

"Well, yes. I… I'm worried. Terrified, actually. I'm terrified that something will happen to Sweetie belle."

Steelhoof almost gasped, his eyebrows rising. He'd never even considered what would happen to the foals.

"Oh… I… umm…"

"It's just… this isn't about me at all… She means the world to me… and I just don't know what to do…"

"I… I hadn't even considered it…" Steelhoof rubbed the back of his neck awkwardly. What would they do with the foals? They couldn't fight, and they'd already established that there was no escape…

"Isn't there anyplace we could put them where they wouldn't be found?"

"I… don't know." Steelhoof admitted, his head low. He thought for a moment, trying to come up with a sensible solution. "Do… do we have much of a sewer system around here?"

"A sewer system? My, Steelhoof, that's a dreadful place…"

"I can't think of any place else…"

"Well, I suppose I'll have to ask the Mayor about it in the morning…"

Steelhoof nodded. "She's a lot better at that sort of thing than me."

"I guess you're right."

"Well, it was… nice to see you again, I guess."

"Indeed. Always a pleasure, Steelhoof." She walked past him, before turning back to face him again.

"Oh, by the way, I expect my beloved gems back after this beastly affair is over with…" She said with a small smile.

"I can't promise, but I'll see what I can do." He said, returning the smile.

"Well, umm, see you tomorrow?"

"See you tomorrow, Rarity."

And with that, they continued past each other, Rarity heading back to the boutique, and Steelhoof returning to his stroll in the moonlight.

But they weren't the only ponies out in Ponyville.

00000000

Chromium leapt lightly to the next rooftop, his quarry clearly in sight. She was a small earth pony mare, her coat a deep pink and her mane a curly blonde. She was by no means stunning, but many of the mares he truly wanted to be spending quality time with were either in a position that would attract unwanted attention, or being guarded by a powerful hunk of shaped metal and boiling rage. As his thoughts drifted to Steelhoof, his mind surged with anger, and a barely remembered feeling of pain and… maybe fear. He didn't know. But what he did know was that he was not letting him get under his skin, and he was not letting this defeat get to him. He shook his head and moved closer still, close enough to see every feature of her body, her wide eyes darting left and right, her nerves clearly shot from the pressure Steelhoof was putting the village through. Chromium didn't even believe it would be enough, although he had missed most of the preparations so as not to be noticed.

He made another leap, crossing the street in a single bound. He slipped down over the corner of a thatched roof, hanging on with one forehoof, allowing his other hoof to dangle loosely by his side, bracing his hind legs on the wall.

With a wicked grin, Chromium leapt down from the rooftop, the unsuspecting mare still trotting blissfully down the street. With a muffled crumpling sound, he landed on her back, instantly pinning her to the ground. He smiled with delight as he felt the breath whoosh from her lungs as he bore down on her.

He allowed her enough air to squeak with fear and agony as tears rolled down her cheeks. He chuckled, pressing a hoof to her mouth and pushing her into the dirt.

"Don't make a sound…" He growled quietly. "Or your death will be even slower…"

She whimpered again, and he smiled. "Much better…"

He gripped her arm and viciously twisted, hearing a snap at the shoulder. She began to let out a groan of pain, and Chromium clamped down on her throat with his teeth, his fangs puncturing her neck.

He drank hungrily as her lifeblood drained out of her body, smiling sadistically as she went limp in his hooves.

Satisfied for a moment, he straightened, running his segmented tongue over his teeth with a quiet clattering sound. The atmosphere now gone, he sighed. _She died too easily. Not to mention the fact that she did nothing to shield the fact that Steelhoof beat you... He was asleep, and he beat you…_

With a snarl, he kicked the corpse, shattering her ribs with a sickening crunch.

_Not yet he hasn't… I won't stop until I'm dead…_

He sighed. _Just one more victim then… one with a little more… spunk…_

Leaving the body of the mare that had once interested him limp in the road, he scuttled back up onto the rooftops, leaping lightly from one to the next. Until, without warning, and mid leap, he noticed another mare walking the streets alone. Landing unsteadily due to his distraction, he slid to the edge of the rooftop and looked down at her.

She was certainly a graceful creature, with an unblemished white coat and a royal blue mane, styled to perfection. She looked like a mare that would last a little longer…

With a rush of air, he dove from the skyline and down to the streets, pinning her in much the same way he had pinned the other mare. However, he had not managed to constrict her airways enough and she let out a small, shrill squeal before he clamped his forehoof against her throat.

"There's nopony to help you now, little mare…" He whispered quietly, grinning sadistically. He raised his other hoof, drawing the blade flamboyantly.

Suddenly, he heard another rush of air and a sharp clang, finding himself wrenched away from his victim. He hit the ground hard, stunned for a moment.

00000000

Steelhoof stood between Rarity and Chromium, having heard her squeal of fear just as he turned a corner. Chromium, who was now some thirty feet away due to the impact, grinned wickedly at him for a moment, before vanishing into the night. Steelhoof frowned angrily, growling at the darkness for a moment before turning his attention to Rarity, who was still lying prone on the ground, her face even paler than usual. He approached her gingerly.

"R-Rarity? You okay?"

"H-he… H-he…"

"It's okay, he's gone." Steelhoof lied. He could tell he was being watched.

"He… he… there was blood… on his teeth… n-not mine…"

"Are… you sure?"

"Very…"

"R-right, okay, let's get you down to the hospital… I think you're in shock…"

"What about the others? The blood?"

"I'll get to that in a minute. First things first, you're here and you're not well. Once I know you're safe, then I'll get to anypony else that's injured. Okay?"

She nodded shakily, and Steelhoof scooped her up onto his back. Wordlessly, he began hurrying down the street to the hospital. As he neared it, he found that the building was barely recognisable as the quaint, stylish hospital before. Due to its large size and abundance in medical facilities, it had been chosen as the 'last stand' area for Ponyville. As a result, the whole building was coated in makeshift armour and defences, and the road and the whole surrounding area was littered with holes and barriers, and electrified pools, and spikes, turning the whole building into a fortress. He quickly navigated these, making sure that Rarity did not slip off his back. After a particularly rough leap over a moat, he looked back over his shoulder.

"Rarity, you okay back there?"

She lay limply on her back, her mouth open in a very undignified manner, unconscious. The metal pegasus hefted her further onto his back as best he could, before hurriedly continuing down to the hospital.

He knocked impatiently on the barricaded front door, the loud sound echoing out into the stillness of the night.

Before long, Steelhoof heard the sounds of thick bolts being drawn back and heavy bars lifted. Finally, after the chinking of a chain, the main door swung slowly open, revealing a very tired looking doctor with a steaming mg of coffee.

Barely paying attention, the middle-aged stallion asked: "Can I help you?"

Steelhoof looked back indignantly. "Yeah, Rarity here was just attacked by the same guy that tried to kill me the other day. She's not injured, but I think she's in shock."

The doctor shook his head to clear his thoughts, and when his gaze returned to Steelhoof, he was clearly more focussed.

"Alright, I'll get a gurney. Is she conscious?"

"No, not last time I checked." Steelhoof turned, displaying the out cold Rarity draped on his back.

"Okay then, wait here." The doctor said curtly before disappearing into the darkened hospital.

Before long, he returned, pushing a hospital bed before him. He stopped just outside the main door, and looked expectantly at Steelhoof.

"Alright, put her on it."

Steelhoof nodded and obliged, tipping her as delicately as he could onto the gurney. The doctor nodded in return, trotting around the bed and starting to push it inside. As Steelhoof began to follow him however, he stopped and raised a hoof.

"If it's all the same to you, Steelhoof, I'd rather you didn't come in here. Things always seem to go wrong with you in this building."

Without waiting for a reply, the doctor trotted inside with the gurney, pulling the doors closed behind him with a muffled boom. The sound of locks being activated and bolts being drawn once again filled the area, before Steelhoof was once again left alone in the darkness, the faint whirring of his body the only sound in the night. He sighed loudly and headed back towards Ponyville at a stiff canter, determined to find whatever it was that Chromium had been feasting on previously. Before long, however, the thought of anypony bleeding out on the streets lead him into a full gallop, tearing through the streets with a burning in his cutie mark. He rounded a corner, and screeched to a halt, his eyes wide.

Lying stretched out in the moonlight, was a mare. As he got closer, it became clear that she was certainly not an old pony, although she appeared wrinkled. It was only when he got closer still that he realised what had happened, and he stopped dead in his tracks. The young mare had been totally drained of blood, her chest smashed inward and her foreleg twisted at an unnatural angle. Her eyes were still wide with pain and fear.

Steelhoof felt physically sick as he reached out, gently closing her eyes with one hoof. Not only was this a needless death, but… _I'm supposed to protect everypony. And now I've failed._

He sat, hunched over and silent, for a while, before slowly getting to his hooves. _I can't just leave her here. It's the least I can do…_

As gently as he could, he hefted the mare up onto his shoulder, a small flower slipping out of her mane and fluttering slowly to the ground. With a heavy heart, he patted her shoulder and made his way toward the hospital, his hooves dragging against the ground.

_It only gets worse from here, Steelhoof…_ He thought to himself, sighing. _24 hours Steelhoof, better start counting…_

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**Hello everypony! I know it's been way too long since I uploaded one, so I decided to cut what I had planned for this chapter in half and give this one to you now!**

**It'd be nice if you told me what you think of it, and if you think that I might need to bump it up to an 'M', what with all the violence and whatnot…**

**Hope you liked it!**


	7. Chapter 7: The calm before the storm

Steelhoof sighed as he trudged alone through the late afternoon streets. Today had not been a good day.

It turns out that the mare that Chromium had killed the previous night was a fairly well-known pony named Lily, and much of the morning had been taken up by mourning, particularly in the case of a pair of mares, one with a pale cream coat and a red mane, and another, with a pink coat and green mane. The three had clearly been very close, and their sorrow had spread through the whole town, hanging over the village like a stormcloud. He knew that nopony blamed him for what happened to her, but it still did nothing to solve the churning in his mind that he felt every time they looked at him.

He did blame himself. It was his job to protect ponies, and if he couldn't even let them sleep easily in bed, then how in the name of all that is holy was he supposed to keep them safe in a war? He hadn't seen much of Rainbow dash either, because the two of them had been far too busy in different areas, which didn't help. Rainbow dash was an enigma to him. Before Ponyville, before everything was so complicated, and all he needed was enough world in front of him to keep walking, he relied on himself and nothing more. Even when he was with Heavy thought, he'd never felt that he relied on him at all. And now, here he was, hanging on her every word, always looking to her to make sure she was okay, to make sure she was safe. He sighed.

_Why does everything have to be so complicated? Why can't I go back to those short, sweet days where it was just me and Rainbow, and nothing else mattered… _He snorted loudly as he looked up to the sky, which was just beginning to show a tinge of evening glow. _Looks like I won't be seeing those days ever again…_

He continued his way down the street, picking his way slowly through the fortifications and obstacles that broke up the street, ignoring the few ponies that still worked on the barriers, and all the ponies who rushed past him in various directions, hurrying to coordinate attack plans across the village, setting up a primitive intercom system, anything that would help them communicate and gain some small advantage over the invaders.

_Will anything ever be the same?_ He wondered to himself as he saw an old-looking house, its windows boarded up with thick wooden planks, nailed in with large, iron nails. The timber would never look the same again. The holes would always be there, a reminder of what happened. That was provided the house itself was still standing.

_Memories. That's what we're losing most. Even if we survive, we'll probably have to start from scratch. Oh, who are you kidding Steelhoof? You'll always be different, especially after this. They'll have to start from scratch, I'll just be the one offering help nopony wants… _ He sighed heavily as he turned off the main road and into a sidestreet. _I'm getting way to deep… I sound like Heavy thought used to. _He shook his head vigorously. _There's probably something wrong with me…_

He continued down the street. Preparations were all but ready now, and soon the whole down would be turning in for the night, ready to get up before dawn. He sighed and continued on his walk, heading through the town square, a hollowed out shell of its former glory, the blackened ring of ground still present.

Steelhoof looked over at the town hall as he passed it by, staring at it almost intently as he thought. The whole building was heavily fortified, the once delicate-looking balconies reinforced and armoured to make stable fighting platforms. But that wasn't where it ended. Steelhoof looked back on the preparations with his mind's eye.

"_After much consideration of Miss Rarity's problem, we have decided a best course of action for the foals of Ponyville, and a tactic to better our survival. We have decided to barricade and renovate the Town hall cellar, as a safe haven for the foals of Ponyville. Furthermore, we have decided to armour the route between the town hall and the hospital, also allowing for a subterranean route between these two locations, which we are now working to complete. There will also be three secret exits from the Town hall and two from the hospital, all leading to concealed doors outside of Ponyville. Miss Cheerilee-" Here she pointed at the schoolmaster, who smiled shyly. "-will be in command of looking after the foals, and anypony that wishes to help will go to her. Any questions?"_

_The only sound was the tiny rustle of nodding heads in the square. The Mayor beamed._

"_Wonderful. B-back to work everypony!"_

The mayor was probably holding out better than anypony, much to Steelhoof's surprise. She'd shouldered the whole responsibility of the town defences, and hadn't seemed to have run out of steam since. That was respectable, in anypony's eyes. Steelhoof knew that if that many ponies relied on him personally, he probably wouldn't be able to take it.

"Ah, there you are, Steelhoof. What brings you out here?"

Steelhoof turned without surprise, seeing the mayor approaching him. She seemed like she'd been in three places at once over the last two days.

"Hello, Mayor. I'm just heading out to find Derpy and get her to forward the message."

"Oh, of course. I'd almost forgotten. I think I saw her… heading down main street, not long ago now."

"Perfect. Thanks." The metal pegasus sad, nodding to her.

"Say, you don't mind if I come along, do you? Now everything's done, I'm a touch bored…"

"Hey, no problem. Honestly, I like having somepony else around when I talk to Derpy. She's a lovely mare, and I know she means well…" Steelhoof trailed off, looking at the ground.

"A lot of ponies treat her in the same way they treat you. Don't be one of them." She said, placing a hoof on his shoulder.

"Yeah, you're right. As usual."

"Hey, I didn't get elected to run this town because I'm an idiot, Steelhoof."

"I know, I know… Look, I'm going there now. You coming or not?" Steelhoof said firmly, heading down the cluttered road. Mayor mare quickly lowered her hoof and followed, and Steelhoof saw her frown for a moment as he glanced back.

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Sure enough, just as the mayor said, Derpy was trotting aimlessly about the town, as many residents had found themselves doing, Steelhoof had noticed. His eyes widened and he cantered over to her, his heavy hoofsteps causing her to look about, largely in the wrong direction due to the echo that carried through the empty street.

"Hey, Miss Derpy!" Steelhoof called out as he got closer to her, and she quickly spun around to face him.

"Yes Mr Steelwoof?" She shook her head. "Mr S-Steelhoof?"

"Do you reckon you can get a message to Celestia and back before midnight?"

"Well, I don't know… That depends on where she is… I mean, if she's in Fillydelphia, or Salt lick city… Then I don't-"

"In Canterlot, Derpy."

"R-right, sorry… I think I can manage that…"

"Brilliant. Just let her know that we're ready, and we'll send messages with our situation as long as we can. Okay?" Mayor mare said, staring at the wall eyed mare hopefully.

"Okey dokey, Ms Mayor!" Derpy replied, saluting.

"Wonderful. We'll also need you to be shuttling messages throughout tomorrow, I'm afraid."

"That's okay." She said, before looking down at the ground. "I… That means I won't be fighting at all, doesn't it?"

"Yes, it does." Steelhoof said, nodding slightly.

"Oh, thank you!" She said, hugging him for a moment. Afterward, she quickly pulled back and stood a few feet away again, looking even more awkward in the early evening light.

"I-I mean, it's not like I don't want to bite… fight… b-but I'm just not a violent pony… And I want to do my bit… for my little muffin…" She looked despondently down at the ground again, and the mayor trotted over, putting her tan hoof gently on Derpy's shoulder.

"It's okay, Miss Hooves. Dinky's well taken care of under the town hall."

"Are… are you sure?"

"Very sure. Okay?"

"Okay." She looked up again, taking to the air and hovering unsteadily, and Steelhoof could see that her eyes were slightly moist. "Can… can I visit her after I get back please?"

"Of course."

"Good… because she can never sleep if I don't sing her special song…" She twirled her hooves together uncomfortably, blushing.

"Come on, Miss Derpy. It'll be okay. Now you just hurry there and back, and you can spend even more time with her. Okay?"

"Got it." She saluted again, more cheerfully this time, her left eye drifting slightly out of focus as she did so. And with that, she whirled around and fluttered into the air, heading north east toward Canterlot.

Steelhoof sighed sadly, and the Mayor turned to him.

"Every time, it's the same… You have no idea how many times I've had to see these goodbyes, Steelhoof."

He winced. "Look, I'm really sorry, Ms…"

"Don't be. Nopony else could have done the job, least of all you."

"I know… they'll let me tell them how to kill, but they won't let me help keep their foals safe."

"That's not your fault, Steelhoof. We have our jobs in life. And comforting ponies in times of stress just isn't yours."

"Yeah, you're right… I just don't like it. These ponies just don't trust me, you know?"

"Would you? Remember… you do have a lot in common with the enemy… the ones you're teaching them to hate and kill just to survive…"

"Don't remind me. I hate this, you know? This just doesn't fit in with my cutie mark."

She put her hoof lightly on his shoulder. "You know as well as I do that we have no choices. Even if we had a hundred years, we'd still have to do this."

"But forty eight hours?"

"Look, I think they've done an incredible job in the time we've given them." She looked away, and her voice was filled with pride. "Cometh the hour, cometh the pony. That's the old saying… and it's true. The wonderful thing about this town, is that no matter what, they'll always rise to the challenge. We don't give up here."

"Yeah, but I've been thinking… Will it be enough?"

"How am I supposed to know? I guess we'll just have to find out."

"Yeah, but… you…" He spluttered softly.

She simply shrugged. "It's not like I don't care. Of course I do. I care with all of my heart." She turned to face the rapidly advancing sunset. "But there's nothing more we can do. If we stay up worrying, we'll only be tired and that will make things worse. So why bother?"

"Because you might all die!"

"And you think you won't?"

"What? No, of course I don't think that. I'm just putting you guys above me. I'm a shield, not a pony." He said indignantly, frowning. It'd always been clear what his purpose his life was, at least in his opinion. Like Celestia had implied, he was a tool, not a pony. And when the situation no longer called for the tool, he would be put back in the tool box, or thrown out entirely.

"Can't you be both, Steelhoof? Think about it."

"Huh?" He said curiously, his thought train interrupted.

"I said think about it. I'm not going to do all the brainwork for you. Now, don't you think you should be getting back home? Get some sleep, see Rainbow, all that?"

"Yeah, I guess… but…"

"Then get going. I'll look after the place until Derpy gets back."

"Alright." And with that, he turned away from the older earth pony mare, and headed back down the street where he came, looking up, searching for the tell-tale appearance of Rainbow's cloud castle, still nestled deep within the cloudbank to the south west of the village. With his first true smile that day, he lifted off noisily from the street, his engines roaring into life and rocketing him into the air in the direction of the castle.

He flew quickly, and he landed with a heavy thud on the edge of the cloud, his journey thankfully free of any serious accidents. Rainbow's teachings were finally having an effect.

Slowly, he pushed open the door, and trotted through the castle, admiring how the walls showed the same fiery orange tint at the bottom that the other clouds shared at this time of evening. Happily, he trotted up the stairs to the second floor, gently pushing pen the ornate bedroom door with his muzzle. He looked up to the large double bed at the far side of the room, and his smile widened as he did so.

Rainbow was now fully healed, her bandages gone and her general appearance much brighter, almost making her glow in the steadily approaching evening. She smiled at him, setting aside a novel and adopting a heavy-lidded look that carried Steelhoof over to the bed without even noticing that he had moved.

"Hey there, Rainbow…" He said softly, stepping up onto the bed, which dipped sharply toward him.

"Good to see you, big guy…" She replied, a seductive tone in her voice.

Steelhoof smiled to himself and lay down next to her.

"Y'know, this could be our last night alive…" She said, and Steel looked over at her. She was staring back with heavy lidded eyes, smiling with a lopsided grin that he found hard to resist.

"Want to make something of it?" Steelhoof replied, giving her a smile of his own.

"I wouldn't bring it up if I didn't…"

"Well, I'd hate to let you down now…"

"In that case, you'd better deliver." She said softly, almost whispering.

And with that, Steelhoof brought her lips to his own, eager to feel her soft mouth against his own again. He caressed her cheek lovingly, brushing aside a lock of her mane. It felt like they hadn't been together like this in weeks, but it was only a few days. With a quiet movement, Rainbow put both forehooves around his middle, pulling herself closer to his body and allowing him to wrap his own forelegs around her in a loving embrace, as gently as he was able. Their forms fitted together perfectly, and Steelhoof held her tightly as night settled over Ponyville.

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_I think that was pretty tasteful! And, guess what? The part you guys actually care about, the part I've been trying to build up to but frankly my updates take too long for any kind of tension to build up for…_

_The big attack it starts in chapter eight! What happens? You'll just have to wait and find out…_


	8. Chapter 8, part 2: Hell unleashed

Steelhoof woke almost peacefully, his large yellow eyes slowly opening and taking in the world before him. It was still dark, as dawn had yet to break over the horizon. The walls and floor were tinted with a royal shade of purple in the darkness, contrasted magnificently by the mare sleeping before him. Smiling, he brought his hoof up, gently stroking her mane and reminiscing on the previous night's events. He'd never had such an incredible experience in his life, and Rainbow had clearly felt the same way.

_If that was my last night on earth… I think it's been more than worth it._

He sighed softly, nuzzling her mane and kissing her forehead tenderly. In return, she mumbled incoherently, snuggling into his huge chest and nuzzling his neck, still fast asleep. He smiled sadly, gently taking her hoof away from his waist, where it had remained since that night.

As quietly as possible, and taking exaggerated care, he slipped out from under the covers, tucking Rainbow in gently, before trotting over to a window, pulling off one of the curtain ties, a long, golden-threaded rope, akin to that found in a palace, and tied it around the bed, frowning worriedly at the sleeping pegasus. Then, he walked slowly out of the house, locking every door that he passed, his hooves dragging sadly on the floor. Once outside, he braced his forehooves against the front wall of the castle, just next to the front door, and stoked his engines into life. With a powerful surge, his hooves sank into the wall, and he lifted his hind legs off the floor as the castle moved, with agonising slowness, deeper into the thick cloudbank. The fluffy looking clouds rolled around the smooth curves of the castle bit by bit, slowly masking the whole building from sight with several feet of solid cloud.

With one final grunt of effort, Steelhoof gave another gust of power and the last of the castle was consumed by the mass of whiteness. Steelhoof hung his head slightly as he viewed his work without much enthusiasm.

"Sorry, Rainbow… but I can't let you get into this much danger…"

And with that, he reduced the thrust of his engines, dropping slowly toward Ponyville, which was almost in total darkness, save for the tiny pinpricks of the lanterns hung up for the watchponies, all but invisible at Steelhoof's altitude. He landed near the outskirts of the town, hitting the turf with a heavy thud. The nearest watchpony, a young colt, barely considered a stallion, with an ill-fitting helmet jumped with fight and surprise as he landed, at first drawing his weapon before hastily dropping it and saluting. Steelhoof gave a wave that looked much more cheerful than he felt, before trotting over to his post and nodding. The colt nodded back, and Steelhoof could see that he was shaking. He stopped midstride and faced him.

"Hey, come on, son. It's gonna be okay."

"Are… are you sure?"

"Positive, kid. They won't know what hit 'em."

"W-well, if you say so."

"I do. Say, when does your shift end?"

He glanced down at his watch. "In… about five minutes, I think…"

"Let's call it five minutes now and you can cool off for a bit, huh?"

"O-okay…" The colt smiled, and Steelhoof carried on down the road, his hooves clattering softly against the stone. The colt hurried past him, knocking on a nondescript door and waiting outside. He watched for a moment, as an older stallion appeared out of the house, an angry look on his face. The colt pointed at Steelhoof, and he waved at them with a glimmer of a smile. The older stallion sighed reluctantly, donning his own helmet and stepping outside into the slowly approaching dawn. Steelhoof turned back to the road and continued, kicking a small stone in front of him as he walked.

Before long, he came to the square, and he hurried over to the town hall, where he could see the others waiting for him.

"Hello again, Steelhoof." Mayor mare said, her voice strangely emotionless.

"Where's Rainbow?" Twilight asked, taking a step forward. "Is she hurt?" The purple mare's voice was terse and full of worry.

"She's not coming." Steelhoof said simply.

Twilight nodded. "I understand."

Steelhoof nodded in return, looking out over the motley group of leaders in the upcoming battle. They all clearly showed signs of stress, but to his surprise, the ever-calm Big Macintosh was standing at the back of the group, avoiding eye contact. Steelhoof took a step forward, frowning with concern.

"Macintosh?"

The red draught horse looked up suddenly, and his eyes had thick grey bags hanging from them, as if he'd been crying.

"Eeyup?"

"What's happened? You look like shit."

A couple of the others looked at Steelhoof worriedly, but he maintained his gaze on the red stallion.

"It's… Mah Granny. Granny Smith… She ain't well… So Ah had Fluttershy look after her… Th-they're still down at the farm…" He looked down sadly. "Ah just don't know what will happen to 'em…"

Steelhoof looked uncomfortably at his hooves. It was well known that Granny Smith was getting rather frail, as one of the oldest mortals in Equestria, Granny Smith had certainly been fighting off the effects of age for some time.

"Uhh… Okay, Mac? First chance you get, you can head down there, make sure things are okay. Alright?"

He nodded shakily. "Alright."

Steelhoof glanced around at all the ponies who were now taking up position all over the village, hurrying like worker ants with barely a word spoken between them. There was too much tension for normal conversation. He turned back to Big Macintosh.

"But right now… we need you. Everypony does. You can go in a moment, but right now, we need you." He repeated firmly.

"Okay Steelhoof. Ah'll stick around fer a bit."

"Thanks." Steelhoof turned away again, just to notice the mayor give him an approving nod. He frowned in return.

"Okay, everypony, I guess we all know more or less what we're doing, right?"

The assembled group of ponies nodded.

"Perfect. Well, uh… get to it, I suppose." Steelhoof said, shrugging, at a loss for things to say. The ponies nodded, and Steelhoof could see that he received several looks of sympathy. He shook his head and made his way back to the outskirts to the north, ready to take immediate action the moment the enemy was sighted. It seemed logical that they'd attack from there, as that was where Tungsten had claimed they'd come from.

Steelhoof could hear the odd hushed conversation as he passed ponies who were now standing idle at their posts, waiting for the sun to rise to the east. As he stood, staring into the darkness, he heard hoofsteps approaching from behind. He stole a glance over his shoulder, seeing Applejack approaching him, a long electrified spear slung over one shoulder. She smiled briefly at him as she drew level, touching one hoof to her hat in greeting, before staring out into the night like Steelhoof.

"Are you… scared, Steelhoof?" She asked without turning. "Because… Ah am."

He paused. "Me too."

She turned slightly toward him. "Really?"

"Yeah, a little." He continued to stare out into the horizon, not taking his eyes off the slowly brightening skyline.

"Ah, uh… Ah understand what ya did with Rainbow back there…" She said quietly.

"Good."

"Ah mean, you really wanna keep her safe…"

"But?"

"But nothin', fer once. Ah'm sorry. Ah really am. Ah should never have doubted you, really."

"You were right to. And you still are. But I do what I can."

The corners of her mouth flickered into a smile for a moment. "She won't forgive you, will she?"

"Never." He said, smiling back. "But I'm sure I'll get over it."

"If… If we…" She cut herself off, turning away from Steelhoof and wiping her hoof across her face.

"You okay, AJ?"

"Ah'm fine, sugarcube. Just a little… edgy, Ah suppose."

"It'll be okay, AJ."

"Ah hope you're right, Steelhoof."

Steelhoof nodded again, and they stood in silence as the first rays of sunlight crept over the hills to their right.

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There was nothing sudden about it, the moment the robots arrived. There was no bugle, no war chants, standing in formation and making monologues. This shouldn't have been any surprise, as this was no normal invasion. This was not a warband of ponies, seeking revenge or trying to reclaim lost land. They were not here to change beliefs, or force obedience. They were simply here to kill. And unless they were stopped, they would keep destroying with ruthless efficiency until everypony was dead. But they thought that Ponyville would be a pushover. With Steelhoof dead and the elements of harmony powerless to stop them, they believed this would be simple. As a result, the first Ponyville saw of them was around ten minutes after sunrise, when the sky was still trying to shake off the darkness from the night. They crested the hill a couple miles to the north, looking almost like a swarm of army ants, scuttling slowly toward them in broken formation. As the residents of Ponyville ducked down so as not to be seen, they watched with grim fascination as a number of winged cyborgs soared over the horizon, their engines leaving thick trails of smoke and echoing out over the silent city like thunder. The pretence was gone. They were here now.

Steelhoof heard behind him as Applejack called to somepony to his right.

"Hey!" She whispered. There was a pause before there was an answer.

"Y-yeah?"

"Quick, y'all gotta head down around town, and tell everypony they're here, from the north. You got that?"

"I… I…" The pony stammered, his voice very similar to the watchpony that Steelhoof had encountered earlier.

"I said, you got that?" Her voice was firm, but it sounded quite calm despite the horrors that could await them.

"Y-yes ma'am."

"Then git goin'!" She said, her voice urgent.

"Y-yes!" The pony ran back down the road, clearly trying to be quiet as he did so.

Applejack muttered quietly under her breath as she went back to Steelhoof's side, gulping softly. She looked over at Steelhoof, one eyebrow raised.

"Uh, Steel? You haven't moved fer ten minutes…"

"I'm fine." Steelhoof said quietly, still staring at the advancing horde of metal.

"Listen Steel if it comes to it… It's been nice knowing you."

"You too."

"Thanks…" She trailed off, turning back to the north one last time. The robots were incredibly close now.

The majority of the army was fairly nondescript in design, their bodies similar to Steelhoof's in design, although smaller and more compact. They were also devoid of manes, tails and any sort of individuality. They made up most of the army, and it looked like there were some two hundred and fifty. The rest were larger, although still not Steelhoof's size. Their manes were all identical, stiff, military issue mohawks in a few different colours. They appeared to be the leaders of the force.

Steelhoof shifted position, hunkering down, ready to pounce. All of his worries from before were back now, even more than ever before.

The one that worried him most of all, of course… What if he couldn't beat them? What if they really were unstoppable? Steelhoof shuddered despite himself as he felt the ground shake slightly beneath one hundred tonnes of metal hooves. He glanced over at Applejack, who had unslung her spear and was holding it ready. He looked over at her questioningly, waiting for the signal.

She nodded.

With a roar, Steelhoof leapt over the barricade he had hidden behind, getting his first good look at the enemy.

The vicious glares they had worn as they galloped toward the town were suddenly changed to expressions of surprise and panic as he came into their field of view. The entire battle line rippled as the robots that saw him faltered, stumbling in a few cases. Then, the weight of numbers behind them forced them to overcome their shock and they resumed their gallop, their faces even fiercer than before.

Steelhoof stood his ground. He wasn't concerned for himself. He could hear the faint clattering of a dozen ponies getting to their hooves, readying themselves and drawing their weapons.

In a flash, one of the smaller robots was in his range, charging headfirst toward him and growling. With a loud snarl of his own, he stepped to the left as it leapt at him, striking out with his bladed forehoof.

To his surprise, the blade cut straight into the armour of its face and the power of his blow dented its head badly. It was sent skittering off course, landing some ten feet away. Before Steelhoof could make any attempt to finish him off however, several more were bearing down on him, and he was forced to take a step back, delivering a powerful uppercut to the nearest robot, using the momentum to spin around and kick another. The one he punched flew upwards, its jaw mangled by the force of his blow. The other seemed to crumple inwards, his chest badly dented. He was just beginning to make his move on another when a cyborg that had evaded his field of vision leapt onto his side, bowling him over and pushing him into the ground. It roared in triumph, bearing down on him and trying to bite his face. Steelhoof pressed his left arm into its chest, holding it at bay as best he could. Freeing his right arm from underneath himself, he struck out into its face, punching it viciously. It reeled from the blow, and Steelhoof repeated the motion, hitting it again as he drew his arm backward. It slipped back slightly, dazed, and Steelhoof took an opportunity to punch it square on the nose, hefting upward with his left arm as he did so. The cyborg flew backward off him, and Steelhoof rolled backward, putting distance between them and getting to his hooves. His opponent staggered to its own hooves uncertainly, swaying slightly. Steelhoof bared his teeth, rushing forward and slamming his left hoof into the robots' armpit, flipping it easily. Steelhoof delivered a flurry of blows into its face and neck, wrenching the metal out of shape and spattering himself with oil. Confident that it was dead, Steelhoof began to step off the corpse, failing to notice the movement to his right until it was too late. One of the larger, maned metal ponies punched him in the shoulder as he stepped sideways, throwing him off balance and causing him to stumble. He turned to face this new threat, rising to his hind legs as the robot did the same, their forehooves slamming together as they jostled for dominance. Steelhoof, still larger and stronger than this cyborg, immediately had the advantage, but as the cyborg sidestepped to the right, Steelhoof was forced to put his back to the approaching horde.

A sudden presence to Steelhoof's right forced him to rear up onto one leg, using the other to hold one of the smaller cyborgs at bay. Now off-balance and unsteady, Steelhoof could feel himself being pushed away by his adversary. Suddenly, there was a flash of orange from behind his enemy, and he heard the all-too-familiar southern voice call out over the sounds of battle.

"Steel! Let go!" And with that, Applejack plunged her spear into the robots' side, causing it to roar angrily and turn toward her. Taking his chance, steelhoof pushed his right hoof, still holding the robots' left, pushing it into its right arm and spinning around, using the leg that was braced against the smaller robot for propulsion.

Seeing that contact was broken, Applejack pressed a button on the shaft of her spear, sending a crackling flow of blue sparks up its length and into the belly of the robot, who was trying to strike her past the length of the spear. The effect was immediate. It screamed loudly, its legs spasming wildly, before collapsing limply, almost tearing the spear from her hands as she quickly pulled it back out of the now smoking corpse. Still on his hind legs, Steelhoof delivered a vicious kick to the face of the smaller robot, who was sent flying into the air, its face crumpled. It hit the ground some fifteen feet away and stayed still. He turned back to the orange farmpony.

"Thanks, AJ." He said.

"N-no problem…" She replied, panting slightly and avoiding looking at her kill.

Steelhoof turned back to the fields outside of Ponyville. Aside from his personal litter of kills, there were only twenty or so bodies outside of the village. The vast majority of the invasion force were already inside, only those closest to Steelhoof being slowed. They remained, just keeping their distance, fifteen or so of the smaller ones and three of the larger. They glared at him, and he glared back.

"Uh, Steelhoof?" Applejack stammered nervously.

"Applejack." He said without turning around. "Get back inside Ponyville, help everypony kick them out. Okay?"

"But Steelhoof…" She said quietly.

"No buts. I'll be fine, AJ. Trust me."

Applejack quickly stammered out an agreement, and backed slowly away from the group of robots squaring off against each other, before turning and galloping away into the streets. Steelhoof didn't watch her go, keeping his eyes fixed on the enemy.

_I know what you want… You want to kill my friends. You want to kill Rainbow… And that's not gonna happen._

Steelhoof growled and took a step forward, his eyes a deep fiery orange. A couple of the smaller ponies glanced at each other nervously, one of them taking a step back. There was utter stillness between them, as they both held their ground, standing motionless as tension slowly rose in the air.

Then, in an instant, a group of winged robots soared overhead, their collective engines shrieking deafeningly and making the robots below flinch. Steelhoof recovered first, shaking his head before roaring and charging forward. The others did the same a fraction of a second later, drowning out his roar with their own. Steelhoof met one of the weaker cyborgs first, who struck out at him with its right. Steelhoof grabbed its wrist with his left, ducking and delivering a swift punch up into its lower chest and flipping it over his body. He turned as he did so, sweeping his forehoof in a wide arc that caught another in the shoulder, causing it to stumble and trip. He skidded to a halt, finding himself behind the robots. He reared up onto his hind legs again as they turned around, charging again.

This time, Steelhoof did not advance, instead waiting until they came to him. The first, he lifted its head upwards with one hoof, slashing his other blade across its throat, severing cables and wires. The cyborg fell down dead at Steelhoof's feet, showering him in oil. He stepped back, punching another in the cheek with his right, denting it inwards and crushing its jaw. He stepped to his right, bringing his elbow back across his body and into the eyebrow of another, shattering its eye and rupturing the eye socket. With his left, he grabbed the throat of one of the larger robots, holding it at bay and denting the segmented neck lightly. Digging his back hooves deep into the ground, he lashed out with one wing, staggering one. Two came at him from both sides as the one he was holding at bay with one hoof started to smash at his foreleg, denting his thick armour. Steelhoof roared and turned to his right, forcing the pinned robot to the ground. He let go of it, digging his forehooves into the ground and bucking violently. The robot coming up on his left took the full force of his violence, flying back, its torso crushed. He didn't have time to react however, as the other crashed into him, grabbing his head and trying to flip him over. Confused and unable to see, Steelhoof lashed out with his forehooves, barely able to stay on his hooves. His left hoof struck metal, so he continued, battering whatever it was. Then, there was an immense pressure to his left, lifting him straight off his hooves and onto the ground, the mysterious pressure apparently trying to crush him. Flailing, Steelhoof managed to grab hold of the robot obscuring his vision, pulling it off him and throwing it away. He turned to the robot on his left, one of the larger ones with a smoky green mane. With an angry snarl, he smashed it on the forehead, giving it a small dent.

The green maned stallion growled with rage, returning the favour. Steelhoof felt the blow but ignored it, striking out first with his left, then his right hooves, dazing his opponent and loosening its grip. Steelhoof kneed its stomach sharply, doubling it over and rolling it off his body. The blue maned pegasus rolled backwards to his hooves, evading the swing of another attacker. His mind working on an instinctive overdrive, he grabbed the hoof and twisted it sharply, being rewarded with a sharp crack and the fizz of broken wires. He pushed the robot backward, and turned to face another, grabbing it by the head to stop it biting him. Before it could strike out against him, he braced his hind leg against its chest and heaved, his mechanical muscles straining. For a brief moment, its neck held, a creaking sound coming from within.

Then, with a loud wrenching sound, the head came loose with a shower of small metal plates, the exposed throat a mess of sparking and broken wires. He tossed the head aside as the corpse slumped to the ground. The smaller robots took a step back, eyeing their fallen comrades. Steelhoof gave a roar and charged at the nearest robot, his eyes flaming with rage.

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Big Macintosh sprinted up the dirt track toward the old farmhouse that dominated the orchard before him, the air in his lungs burning painfully with each breath as his muscles screamed in protest. But a life of hard labour had taught him to keep going long past the point of pain, and he gritted his teeth and continued. There was a large gash on his right foreleg from one of the maneless robots, but he had managed to kill it with his weapon, one of the old pitchforks from the farm, still in brilliant condition from the time of his grandfather and modified to deliver several hundred volts of electricity into an enemy. The wound didn't slow him down. There was too much at stake.

He skidded to a halt in the middle of the farmyard, panting heavily and looking about for anything out of the ordinary. In an instant, he heard the high-pitched scream that could only be Fluttershy coming from the house.

Suddenly, all his previous weariness was gone, and he galloped for the farmhouse, his eyes narrowed to slits. If he could do one thing, he would not allow anypony to hurt those that meant a lot to him. And very few ponies meant as much to him as Fluttershy and Granny smith.

It was the former that burst out of the front door as he approached it, her eyes wide and her mane wild as she galloped out of the farmhouse, nearly colliding with the large red stallion as she hurtled toward him. He barely had time to flash her a worried glance before it became apparent why she had ran.

A robot strode calmly out of the building, forcing Macintosh to halt again. It was one of the smaller ones, and its eyes flashed with unbridled hate as it saw him. With a growl it leapt for him, but Macintosh was ready. In a speed that belied his normal slow, almost meditative lifestyle, he brought the pitchfork to bear, bracing it against the ground as he did so. If it saw its doom coming, it did not show it. With a loud screech, the pitchfork drove deep into the robot's bowels, cutting between the segmented stomach plates. A jolt of blue electricity sparked down its length once more, and the cyborg jerked wildly, wreathed by the sparks.

The crimson farmpony stepped quickly to the right, pushing the pitchfork to the left as he did so. The last thing he wanted was to be crushed under several hundred kilograms of metal. The dead creature fell on its side, and Macintosh wrenched the weapon free of its smoking carcass. He was about to turn back to Fluttershy, to try and calm her and find out what had happened to his grandmother, when there was another flash of movement from the front door. He turned back to it, his heart thumping painfully in his chest. His whole body was working overtime to keep him going, and it was only his strong will and experience in physical labour that kept him on his hooves.

There were two this time, much larger than the first. One had a long, dusky blue mane like Steelhoof, and the other had a short red mane that reminded Macintosh of his own coat. They stopped and looked at him for a moment, before the blue-maned robot shouted in a deep, booming voice, pointing at him.

"There he is! Take him down!"

Macintosh took a step backward in surprise. Why in Celestia's name were they coming for him? What did he do?

In the split second he was distracted, he failed to notice Fluttershy, who was behind him, whirl around and squeak in fear. It was only when he heard another voice from behind him that he turned around.

"Quickly brothers! We must take this one now and leave! It's not safe anymore!" A large, grey maned stallion spoke, flanked by two maneless mares.

Another voice behind him, who he assumed to be the red-maned cyborg, spoke next:

"Why? Surely we are crushing their defences even now?"

"No! Steelhoof is still alive! Chromium has failed us!"

If the robots could gasp, that would be the sound Macintosh would assume the sound they made would be. For the first time, he glanced around and saw fear in the eyes of the enemy. Then, the first voice spoke again, its voice terse and quick.

"Quickly! We must get out of here! Forget the impure one!"

"No!" The grey maned robot replied. "You will wish Steelhoof got his hooves upon you if we let another escape!" The robot gave an odd flick with its head, as if motioning to another. Macintosh followed his enemy's gaze, only seeing a cyborg trying to sneak up on his left with moments to spare. In a single motion, be brought the pitchfork around and thrust forward, straight into its stomach, or at least where its stomach would be if it had one.

Letting out a shrill scream, the convulsing monster reached out and grabbed the shaft of the carthorses' weapon, dragging it out of his hooves as it fell to the ground.

Startled, Macintosh made to grab for his weapon again, but a huge, metal hoof grabbed his throat, pulling him down backwards and pinning him to the floor. He struggled against the grip of his attacker, but he was tired, and the cyborg was vastly more powerful than him. In a strangled voice, he managed to gasp to Fluttershy, who had been mostly ignored by the robots who were focusing on subduing him.

"Flutter…shy!" He croaked. "Get out of here! Run!" He made one last attempt to escape his foe's hold on him, turning just enough to see the yellow pegasus disappear down the dirt track back into town. Just as he was about to calm down however, to concentrate on himself, a voice rang out, clearly belonging to a robot.

"Sir, permission to pursue?"

Macintosh's breath caught painfully in his chest, his eyes wide with worry.

"Don't bother. There isn't enough time, and we'll be gone before she can tell anypony, even Steelhoof. That is, if anypony even cares." It chuckled darkly, dragging him off the floor and into the air with a single hoof. It was the stallion with the red mane, and it glared hatefully up at him.

Macintosh was by no means light, and he was certainly strong, both through genes and through training. But he was completely outmatched here, for the first time in his life. His vision started to darken as he struggled faintly against the grip, his lungs screaming for air. Then, other metal hooves, cold against his skin, grabbed his own hooves, roughly chaining them together, before he was tossed roughly back onto the ground. His chest heaved as air rushed back into his lungs, and he weakly squirmed against his bonds before he was grabbed again, and roughly dragged around the back of the barn. One of the apple family carts was already waiting for them, originally designed for transporting hay, crates of apples or barrels of cider in and out of the farm. He was thrown painfully onto the back, and could only listen, his face pressed up against the wooden planks at the side of the cart, as a robot hitched itself to the front, and the cart jerked quickly into motion. It bounced along painfully across the uneven terrain of the apple orchard, dappling him in shade as he barely inched his way toward the back of the cart. If only he could get close enough to tumble off the back, then maybe he could… He didn't know. He would have to find out as it happened.

Slowly, he edged first one rear hoof over the lip of the cart, then another, then both ankles as he got steadily further and further from help. As they left the orchard, heralded by the ear-splitting sound of the fence that he had spent all summer repairing being shattered and torn apart by the departing robots, he managed to get one knee over the edge. Heaving with all his might, he pushed away with his hoof and curled up into a ball, tipping over the back of the cart. He hit the ground hard, bouncing, before hearing an inarticulate growl of rage from his captors. He tried to wriggle free of his bonds, but something hard and metallic stuck him hard in the back of the head, and everything went black.

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Meanwhile, the orange-coated Apple sibling tore through the streets, heading into the village and toward the town hall. The attack had been so fast, and so brutal, the ponies had started to fall back almost immediately, despite the fact that most of the assaults were barely successful, and the robots were sustaining more losses.

Fear, that's what it was. Applejack wasn't surprised, she was afraid herself. No matter how many they killed, they just kept running, expressionless toward them with only one thing in mind. They had retreated because they had realised that if they wanted to win, it wasn't just a case of breaking the enemy's resolve. To be victorious, they would have to kill every last robot. And killing any at all was hard enough work, especially alone.

She looked around at the once clean, quiet town as she paused, catching her breath. Already, the pretty town was starting to look like a shell of its former glory. The hastily erected barricades lay shattered and splintered, shards of wood and chunks of stone scattered all over the place. Plumes of smoke rising above the skyline told her that a number of houses where already on fire all over the village. She avoided looking down as much as possible, unwilling to see where oil mingled with blood, and their dead mingled with their enemy's.

She broke into a fast canter, picking her way through the debris littering the cracked cobblestone. She turned a corner, making her way ever closer to the sounds of battle coming from the town square. It was almost silent where she had come from. But what she saw as she turned the corner made her stop, the colour running from her face. Her neighbour, the bouncy and happy-go-lucky Carrot top, was fixed to the wall by her own hoe that was protruding from her chest. Her unseeing eyes were wide with shock and horror, and dried blood caked her front.

Applejack stumbled back, aghast, shutting her eyes to the world. Her insides felt cold and dead, and she retched as she backed away.

As she brought her forehoof quickly across her mouth, she heard a low growl from behind her that chilled her to her bones. She didn't want to turn around. Part of her still felt like a small filly, hiding from the dark back at the farmhouse. _If you can't see it, it's not there…_ A huge part of her just wanted to curl up and pretend nothing was happening until everything was over… One way or another. But she couldn't. Not as the element of honesty. Too many ponies were relying on her to be brave. She could try to pretend it wasn't there…

But it was. It was right behind her, and it was moving her way. She could feel the heavy hoof falls on the road to her left.

_Thud… Thud… Thud…_ It walked slowly, confident and threatening. It was heavy, and it was close. Easily less than ten feet.

_Thud… Thud… Thud…_ Every step filled her heart with ice. Seeing her friend… Like that… It was horrible…

_Thud… Thud._ It had stopped. It was confident. Too confident. Cocky, almost. It wasn't much, but it was enough. Enough fire to melt the ice in her heart and free her limbs that had been frozen with fright.

Gritting her teeth, she spun around, holding down the trigger on the spear. It flared into life, but she was too late. The robot gripped the weapon by the shaft in one hoof, tearing it from her grasp and throwing it away. It towered over her, and it chuckled menacingly as it trotted toward her. All the fear had come back, but now there was no spear, no last ditch effort, nothing to hold on to. Just her and a walking metallic death.

Suddenly, there were another pair of metallic hooves, shooting out from behind the robot and gripping the sides of its head. Too late it noticed what was happening, too late it tried to struggle. With one cruel twist and the screech of metal mingling with the cry of rage from the dying cyborg, the head was wrenched half out of the neck, sparks flying out of exposed wires and a small jet of oil fountaining out of a small tube. With a dull crash, the robot fell to the ground, dead, revealing a slightly battered, but very much alive Steelhoof.

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**Congratulations! You just finished reading the longest chapter of Steelhoof in history! Once again, it was going to be longer, but it had been so long since an update… Yeah. Usual story I know. And don't think I'm complaining about my update speed, I'm okay with that now. Still, I hope you liked it, and there's more coming!**


	9. Chapter 9: The way the world ends

Rainbow dash woke with a start, her heart thumping painfully in her chest. She'd just had the most vivid dream that the robots had attacked that day and-

_Oh dear Celestia that's today!_

She looked up at the ceiling, her breathing slowly returning to normal. There wasn't any point in panicking just yet. From what she could see, it was still dark, so dawn hadn't come. She turned her head to the left, to where she expected to see Steelhoof sleeping.

To her surprise, the massive colt wasn't there, the dip in the mattress almost invisible because he had been gone for so long.

Her eyes wide, she tried to raise her arms, to lift off the blanket and get out of bed.

She didn't move.

Panicked, she looked down to her motionless body, small beads of sweat prickling her forehead. She frowned at the gold-threaded rope that was wrapped around the bed, holding her still. She knew that Steelhoof could be the only culprit.

Growling angrily, she gritted her teeth and began the arduous task of wriggling out of the bed, pushing first with one side and then with the other.

What is his problem? The cyan pegasus thought to herself as she struggled against her bonds. He knows that I'd be okay, he said it himself! How can that… asshole… just try and force me to lie here while my friends are down there risking their flanks without me? When I get my hooves on that clanking bucket of bolts…

After a minute or so, her athletic body had managed to worm her way out of the bed just enough that she could get her forelegs free. Finally, bracing her forehooves against the mattress and kicking wildly with her hind legs, she made her way out of the bed. Her coat was matted and untidy, her bangs were plastered wildly about her face and her feathers were all over the place thanks to the struggling. Certainly not her style.

Preening herself quickly and carefully, she stood proudly in the bedroom doorway.

"Take that, Steely! I bet you didn't think I could do that, did you?"

With a smug smile, she trotted over to the bedside table, slipping on her gauntlets, and cantered over to the front door. With a grand gesture, she opened the large double doors that swooped inwards. She was met with the mottled, grey-white expanse of a cloud surface; it's fluffy and irregular shape almost bizarre given the circumstance. With a gasp, she took a small step backward. What had he done? Her eyes wide with worry and panic, she galloped back through the building, hurling open any doors and windows she could find. It hadn't looked dark outside because it was night, it was because no light could get in. All of a sudden, the colourful mare started to feel very constricted. The large and spacious castle felt tight and suffocating, and she felt her throat tighten.

She hated enclosed spaces.

She'd never admit it to anypony, even Steelhoof, but she hated being cooped up. Something about not having much room made it hard for her to breathe, and she started to sweat with fear. She darted her head left and right, trying to look for any way out.

With frantic strength born of fear, she leapt at the bedroom window, tearing hoofulls of cloud out of the barrier between her and clean, smooth, wide open air.

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Applejack stared, her mouth agape, at the dented metal stallion standing before her. She was still trying to get over her near death experience, her pulse racing and her breath coming fast. With a small smile, the massive metal colt wiped some oil from his face.

"Good to see you again, AJ." He said, his voice caring, but oddly emotionless, even for him.

"Th-thank ya…" The freckled orange mare said slowly, trying to calm her breathing.

"Hey, no problem." He paused for a moment, and the sounds of battle in the distance became apparent again. The robots were in the main square, and the screams were audible over the clash of metal.

"We need to get going." He said at last.

Applejack nodded, trotting over to retrieve her spear. It didn't appear damaged, and when she flicked the switch again, the familiar burst of blue sparks wreathed the business end of the weapon. She gave a faint glimmer of a smile and turned back to the street. As she did so, she found herself turning back to Carrot top. In the recent situation, she had managed to force the image out of her head. Now, it returned with a vengeance, and she recoiled with horror. Every line of Carrot top's terrified face, her wide eyes, the blood dripping slowly from her open mouth was etched onto the back of her mind. Feeling weak at the knees, she stumbled, dropping her weapon again and taking a weary step forward.

In an instant, she felt Steelhoof's big forelegs envelop her, and she sobbed slightly into his chest, her hat tumbling off her head. She wasn't a warrior. This wasn't her lifestyle. She'd never wanted to see a dead pony, especially not like this. Not her friend. All she could remember was good times she had spent with her good-natured neighbour. Although they didn't live extremely close, Applejack still saw her every day and they always spoke. Now that would never happen again. That hit the orange mare harder than anything. No matter what, even if everything went back to normal, she would never see that cheerful smile or hear her humming early in the morning as she weeded her front garden. It was for this she sobbed, held in the metal stallion's big hooves, losing track of time.

Eventually, she felt him gently shake her, and she looked up into his face.

"Come on," he said softly. "We need to keep going."

"I-I can't… She…"

"I know," He said sadly. "She's gone. But joining her won't make anything better, will it? We need you, AJ."

"Yer right, Steelhoof…" She muttered, pulling away. He quickly released her, giving her a concerned look. Keeping her eyes locked on the floor, she picked up her spear.

"How's the fight going so far?"

"Not as good as I'd hoped…" Steelhoof replied, his voice still of worry. "There's nothing left the way I came… More of them than us, but still."

She sniffled softly. "Ah suppose we'd better help out down at the square…"

"Yeah. We might not have long." He looked around for a second, looking at the various routes to the centre of the town. "Uhh… I'm gonna go over those buildings there." He said, pointing. "Do you need a lift?"

She shuddered. "Ah'll be fine, Steel. Ah'll make mah own way."

He nodded, turning away wordlessly. Then, the air was filled with the roar of his wings as he shot into the air, heading toward town hall. Without looking up, Applejack quickly picked up her hat, brushed it off, and galloped off down the street.

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Steelhoof hurtled above the town, making a beeline for the town hall, which was surrounded entirely by robots, some of them even climbing the walls and landing on the roof. He couldn't even tell if there were any ponies inside, the wall of metal was so complete. Steelhoof let out a roar and made for the crowd of cyborgs directly in front of him, flicking out his wristblades in anticipation. As he did so, they turned toward him, raising their own weapons in return. But Steelhoof was ready.

With eyes the colour of amber, he crashed into the nearest robot, rolling back onto his hooves and crushing it under his bulk. Using this momentum, he sent another flying back with a swift punch to the jaw. He spun around, slashing at the cheek of one with his left, and then changed direction, smashing the same hoof into the eye of a metal mare directly in front of him, killing her instantly. With a shout, he kicked out backwards, knocking back another pair of robots and keeping them at bay. He was surrounded on all sides, forced to whirl around constantly to keep as many of them as possible in his field of vision, lest one of them make a move.

Then, with one accord, they leapt at him all at once, a writhing mass of metal limbs crying out for his death. In the split second before they reached him, Steelhoof wondered to himself if this may have been a bad idea, surrounding himself with the only things that could actually rip him to pieces. Then, he was in a sea of steel blades and whirring machinery, and he let his instincts take over.

Before, Steelhoof had been an agile. A Careful opponent, stepping back and delivering blows quickly, deflecting their own attacks and following through with his. Now, he had changed tactics. Now there wasn't anywhere to step back to, and he was letting his wilder side decide more of his actions. He fought like a frenzied bezerker, using his superior strength and endurance to simply smash through their ranks. He would turn to face a number of enemies, strike them, hitting as many of them as he could, before descending upon them, tearing them limb from limb if he was able. It was inefficient and dangerous, but it was brutal and got the job done.

A cyborg came at him from behind, digging its blade in between his wings, denting the thick plating and lodging it firmly inside his body. Taken by surprise and slick with oil, he was forced down onto the ground, scattering pieces of broken robots everywhere. There was a bellow of triumph from above him, and a dozen tons of high grade alloys were pressing down on him, pulling at him. With a growl of rage, Steelhoof pushed forward with his hind legs, pulling the cyborg still connected to his back down with him. He kicked out with his left rear hoof, crumpling its face and pulling its arm apart at the elbow with the force of the blow.

With a snarl, he tried to force his way back onto his hooves, tearing at the metallic ponies in front of him as he struggled. But every time he tried to move, something would grab at his limbs, tear at his armour or head-butt him or something.

I need to get some distance between us… He thought, his eyes darting around for something, anything that might help. But there were just too many ponies in his way to see anything except for polished grey metal. He felt something tugging at his wing. He smashed outward with his wing, throwing his whole body into the blow and beating whatever it was backward. Then it hit him.

I could always just…

He looked around, waiting for a victim. Suddenly, one on his right broke ranks and came for him, roaring. With a grunt, he jolted himself backward, his right wing held out at just the right…

His engine struck the robot in its open maw, jamming itself deep inside and cutting off its roar with a muffled squeak. Before it could react to this new predicament and bite down, crushing his engine, Steelhoof braced himself against the ground and fired his thrusters.

The effect was instantaneous. His forehooves dug deep into the ground, and he watched as the robot's expression went from one of murder and rage to one of panic; its eyes wide and bulging in its head. Its voicebox quickly began to melt, producing a loud howl as the cyborg struggled to free itself. But it was too late. Already its neck and head were beginning to glow yellow and melt, and its eyes were shaking in its head. Then, with a sudden cacophony of sound, both eyes exploded, the softened metal of its face warping and sliding off his turbine. The other robots standing around appeared, for the first time, stunned, even slightly afraid. Steelhoof pressed his advantage.

Blasting the last of the melted robot from his wing, he stoked all four engines into life, making the robots jerk backward quickly. He didn't have long before the robots got over their fear again. It was like it was there, but it was being suppressed somehow. Either way, before long, they would start to attack again. He needed something that could fight them off for long periods of time. He needed a weapon. But there wasn't anything to be found, only scraps of robot littering the ground. But then he saw something. Between the hordes of stampeding metal hooves, he saw a long metal tube-like object, lying on the ground about thirty feet to his left. With a bellow he charged his engines even more, shooting off along the ground and into a pair of cyborgs, taken completely by surprise. He coiled the springs in his forelegs before thrusting outward, knocking them away from him and back into the crowd. Then, Steelhoof turned mid-flight, facing away from the weapon and using his engines again, sending small pieces of metal flying and pushing the robots around it backwards as he circled around it, dropping slowly to the ground. He touched down with a clank, rolling over one of the smaller robots and twisting its neck, landing in front of the tube. Hastily, he furled his wings and picked it up, holding it out in an offensive position. It was heavier than he expected, implying that it was actually a solid piece of metal, rather than a tube. Even better. It was about as long as he was tall when he stood on his hind legs, and a couple inches thick. He gave it an experimental spin around one hoof as they advanced on him, checking the way it balanced in his grip.

There was a blur of motion on his left. A maneless cyborg stallion leapt at him, its teeth bared in a snarl. Steelhoof took a small step back and in one motion, delivered a powerful swing directly into its face. The blow hit its cheek with a loud bang, denting it badly and knocking it to the ground, face down. Quickly, Steelhoof brought the pole up over his head, before bringing it down hard on the back of its neck, where the spine meets the skull. There was a fizzing, sparking sound, and its eyes flickered out. Steelhoof smiled to himself. The pole gave him leverage, and made his attacks even more powerful.

Like a bolt of lightning, he lashed out, leaving deep dents and tears in the armour of anything that got too close. He swept the hooves out from underneath one with a low blow with one half of the pole, before stabbing out with the other side, lodging the end of the pole in the gaping maw of another. With a quick heave, he lifted the cyborg straight off the ground, lifting it up and over his head, stabbing it straight downwards into the ground. The force of the blow carried the pole straight through its head and embedded it into the ground on the other side. With a grunt, he yanked it out of the ground, and with both hooves, sent it straight into the head of another, crumpling the armour inwards and smashing it into the ground.

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He continued to fight in this manner for quite some time, or rather that was how it appeared to him. In the heat of combat, time was variable, and in reality, five minutes could have passed, or five hours. To Steelhoof, it was one and the same. He had found a cycle of disable, kill, repeat, that while repetitive, was effective and much easier with the use of his new weapon. A robot would come at him, and he would stop it with a stab to the eye, mouth or throat, or maybe a strike across its face, and then finish the job with a second attack, if it was necessary. Then, he would move on to the next one, losing himself in the flowing movements of war. As a result, it was a surprise to him when he suddenly realized that he could see the houses and other buildings beyond the horde, and it was an even bigger surprise when he saw a flash of colour that was a pony, fighting nearby. But the biggest realisation came when a pair of mares, both armed, tackled a robot to the ground and killed it less than three feet away.

They were winning.

It wasn't fast, it wasn't glorious, and it wasn't really noticeable until now. But there were more pieces of metal lying still on the cobblestone than there was standing and fighting, and the ground was blackened and slick with oil. There was just that one small gap between the next robot attacked that told him that the enemy was thinning out. Hope flared within him and was fuelled further when he heard a battle cry, instantly recognizable as a pony, from behind him. With a shout of his own, he forced the androids surrounding him back, looking to the source of the noise. Caramel lead the charge, wielding a charged claymore and a suit of makeshift armour. Behind him were a motley crew of villagers-come-warriors, looking surprisingly threatening despite their mismatched and often ill-fitting armour and weaponry constructed from anything sharp. Like a multi-coloured tornado, they spilled out of the town hall, nearby buildings and seemingly nowhere in some cases, tearing into the tattered remains of the robotic invasion force, which were suddenly faced with the concept of certain defeat, a thought that had not even entered their minds since creation.

The sight filled Steelhoof with pride, and he lashed out at the robots surrounding him with renewed ferocity, letting rip with a roar of his own.

But then, at the height of Steelhoof's primal rage, he saw Caramel, who was leading the charge that was heading his way, getting pounced on by a number of metallic warriors. His heart dropped like a stone and he tried to force his way through the throng of robots attacking him. But even with his great strength, there were too many. They braced themselves against him and stopped him in his tracks. Steelhoof lost sight of the brown stallion behind the wall of living metal separating them, and for a moment, the pride and optimism that had fuelled him this far was crushed. He had forgotten the weaknesses of biological ponies. They may have had the numerical advantage, but deep down, they were still ponies, and Steelhoof sagged as the sounds of battle died away.

They had lost. Steelhoof could see it in his mind. No matter what, Ponyville had never stood a chance. Only Steelhoof could have done anything, and he was only one pony. Now they were all dead, what else was there he could do? He could feel them, the robots, hammering at his body, denting his hide, wrenching one wing out of place. He wanted to fight back, but his spirit was dying. All this time, he had refused to believe they could lose. Had he been lying to himself?

Then, in the silence, a hideous metallic scream ripped its way into his mind from in front of him. His eyes snapped open, to see a familiar spearhead jutting out from the chest of the robot before him. There was a flash of light, and the spearhead disappeared, the smoking heap of metal tumbling to the ground.

Time slowed down to Steelhoof. He saw it fall, tendrils of thick, acrid smoke boiling out of the cracks in its armour, and Applejack, a look of grim determination on her face as she withdrew her weapon. Behind her, a pair of ponies helped a bloodied, but very much alive Caramel, to his hooves. And behind that, the ponies were dealing with the last of the robots surrounding the town hall.

Then, the robot crashed to the ground, and time resumed as normal. Steelhoof could feel a ball of rage building inside him. Some of it was rage at all these monsters, cutting down all these innocent ponies, living in their prime, but mostly it was directed at himself. How dare he lose faith? How dare he give up? How dare he show such weakness in front of anypony, let alone his friends?

His rage boiled over, and Steelhoof released it. With a roar that shook the roof tiles of the town hall, He forced himself back up onto his hind legs, and whirled around to face the robots that had been trying to dismantle him. With a fierce snarl and glowing red eyes, he threw himself into their surprised midst.

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Applejack watched as Steelhoof tore ferociously into the remaining cyborgs. She almost felt sorry for them, the way that Steelhoof was ripping them to pieces. Hurriedly, she made her way back to Caramel, who, although swaying slightly, was desperate to convince Lyra and Whooves, who were standing by his side, that there was nothing wrong with him and he could walk it off.

"Caramel! Ya sure y'are okay?" She said, weariness and worry evident in her voice.

"I'm fine, sug- AJ…" He said, slowly. He sounded tired, but clearly wasn't going to let it show. He tried to take a step forward, but Lyra stopped him.

"Hey! Where do you think you're going?" The teal unicorn asked indignantly.

"To Applejack." He said, wincing as he put pressure on his forehoof. Applejack could see it bleeding.

"Don't worry guys, Ah'll get him down to the hospital…" She said.

"By yourself? Just 'cos there aren't any more of those things here doesn't mean that there aren't more about…" Lyra continued, looking over Applejack's shoulder, where a panting Steelhoof stood alone, his figure hunched and deformed by damage.

"Don't worry about us. Ah've still got mah spear, and Ah know what Ah'm doing."

"Alright, fine. We'll make sure it's all clear around here." Whooves said, giving the surrounding village a quick, nervous glance.

"Thank ya." Applejack said, doffing her Stetson slightly as Caramel hobbled over to her. He gave her a small nod, and Applejack turned in the direction of the hospital. She started to walk slowly, making sure that he could keep up.

"Need a hoof?" She said, looking over at him and raising an eyebrow. He looked away.

"Don't worry about me. I'll be fine."

"Ya sure? You don't look so good to me, and ya aren't walking well on that hoof…" She said, pointing at his bleeding forehoof.

"Really. It's okay." He repeated obstinately.

Applejack sighed and looked away slightly. Now she could see how everypony else felt when she acted that way. Maybe that was why she liked him so much; he reminded her of herself. She realized to herself that she'd never actually told him how she felt. She always assumed that she would have more time. But she almost didn't. If it hadn't been for Whooves and Lyra back there, she might never have got the chance to tell him. And she still wasn't trying to explain things. For all Applejack knew, this might have been her last day on earth, and yet she was still stopping herself. What did she have to be afraid of? She turned to him, only to find him staring at her, as if he'd just said something.

Panicking, she switched to defensive mode. "What?"

"I just asked ya… Are you sure you're okay? You look little shaken up…"

"Ah'm just fine, Sugarcube. Nothin' an Apple can't handle." She could see that he clearly wasn't convinced, but he didn't press the issue; letting Applejack talk about it when she wanted to. And frankly, right now, she didn't want to talk about it at all.

Much to her surprise, as the pair left the square, Caramel stepped closer, leaning on her for support. The move was unexpected, but she said nothing. For a start, he'd probably try walking by himself again, which, due to his health, wasn't a good idea, and besides, she rather liked the familiar sensation that was his warm fur on her side. It was a great deal more comforting that Steelhoof's awkward embrace, at least. Rainbow dash could keep him.

Despite her internal preoccupation, she still kept looking around worriedly, making sure that they were alone. However, it appeared that it wouldn't be necessary. Aside from the number of winged robots that headed northeast shortly after Steelhoof struck the town hall, it appeared that everyone that had arrived had now been killed.

They rounded a corner, and Applejack closed her nostrils against the foul stench that assailed the pair as they continued on their journey. They had stumbled upon a holding point, a hastily-built stronghold that were used as nodes of communication and pillars of strength during the invasion. Or rather, that had been the idea. The barricades had been smashed open, and corpses lay everywhere. The smell of death hung over the grisly scene like an ominous stormcloud, and the ground was a reddish-brown colour with all the dried blood that had been spilled. Applejack closed her eyes and kept walking. She had no idea how many had survived the ordeal, but she hoped that it wasn't as bad as it seemed. Everywhere she looked, there was death, and she could still hear the shouts of various ponies hurrying around, extinguishing the fires that were beginning to spread from house to house.

As they neared her farm, Applejack allowed herself to think about the farm. She doubted much would have happened to the place, there were simply not enough ponies for an invasion there. She just hoped that the robots hadn't done anything to the crops. The farm might not be able to continue if the orchard took so much damage again. In fact, despite their success during harvest season, what with bills and reconstruction, the farm always seemed on the verge of collapse. She sighed and shook her head as they approached the front doors. Applejack gave a loud knock on the door to make sure she was heard, stealing a glance at Caramel, who had been silent for some time now. He was pale, but he didn't seem quite ready to give up yet.

After a good thirty seconds of utter silence, she heard hoofsteps from inside the intimidating building, and a small hatch in the thick front door opened, displaying a scared pair of eyes.

"Y-yes?" A timid voice asked.

"Ah've got Caramel here… He ain't feeling too good, an' he needs medical attention…" Applejack explained.

The eyes darted left and right. "Y-you're… alone, right?"

"Jus' me and Caramel, who could really do with some help right now…"

"Are you sure? Th-there might be… Others… about."

She spluttered with exasperation. "Would Ah be here talking to ya if there were cyborgs about?" She demanded.

"It might be a trick or something…"

Applejack was at her wits end with all this. It didn't help that she'd just gone through hell, but now she had to put up with this tripe too? She pressed one forehoof into her forehead. "Dang nab it, let us in!" She cried irritably, before pounding on the door. "Caramels lost a lot of blood, and if ya don't open up, things are gonna get a whole lot worse fer him an' everypony else makin' their way down here!"

There was a muffled flustering sound from within the large building, and a mumbled 'fine' from the doorkeeper. Then, there was the heavy, industrial sound of a dozen thick, metal bolts being drawn back and the door slowly opened. A pair of doctors in trailing white coats whisked outside, supporting the large brown stallion and helping him inside. Applejack walked alongside them, looking at the somewhat vacant Caramel.

"Is he gonna be alright?" She inquired nervously.

"Oh, he should be okay. Nothing a few days in hospital couldn't solve…" One doctor said imperiously.

"Well… alright then…" She looked over to the other farmpony. "Y'all be good now, Caramel, y'hear? Ah'll see ya in a couple days…" She lifted her hat off her head and rested it gently on his own. "Get well soon…" She stopped and watched as he was lead further into the hospital, before reluctantly turning and starting on the long, arduous journey back into the crippled, hollowed out village.

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Steelhoof stood hunched, panting despite his lack of lungs, surrounded by a ring of dismembered robotic limbs and spattered with oil. His whole body was dented and wrenched out of place, and his movements were jerky and difficult as he slowly forced himself to straighten up. As he let his mood return to normal, and his cracked eyes returned to their usual yellow, he was dimly aware of Applejack leaving with somepony, and a couple hushed conversations directed his way. He ignored them, looking around. He regretted doing so almost immediately. Ponyville was a shattered, lifeless shell. Not a building was untouched, and what little floor that was visible underneath the piles of bodies was cracked and stained. Tendrils of smoke rose slowly from various houses, in a fashion that could never be from organized fires. He closed his eyes, sagging slightly, slowly trudging through the pile of automaton corpses and heading for the nearest group of ponies, who were just beginning to stand down, the realization of victory just starting to sink in.

Then, suddenly, there was the faint sound of galloping hooves, and in an instant, everypony was back on their hooves, holding their weapons and preparing to fight. It was a surprise then, when it was Fluttershy that appeared from the direction of Sweet Apple Acres, her eyes wide with fear. She pushed past everypony, running straight to the shattered form of Steelhoof. As the yellow mare got closer, he could see tears streaming from her large, teal eyes. He straightened himself as best he could as she came to a stop in front of him.

"Y-you have to h-help! B-back… B-back there… I… I… He…they…" The small mare stammered, getting more and more irate by the moment. Frowning with concern, he placed a hoof as gently as he could on her shoulder.

"Come on, calm down…" He soothed. "What's happened?"

"I… I…" She gulped. "They… They ponyknapped M-Macintosh!"

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**Yeah, cliffhangers really are the best way to end a chapter… So yeah! Nothing much to say on this one… As always, please review or pm me with your opinions and ideas!**

**Ps. Thanks to my new pre-reader Picklemonman for checking through this chapter!**


	10. Chapter 10: A hollow victory

Nightingale stood stiffly outside the night princess's royal chambers, his quiet and gentle breathing the only thing keeping him apart from the statues that frequently adorned the doorways in the palace. His blue, almost reptilian eye flickered slightly to the right, pulling the guard on the other side of the ornate, painstakingly detailed, rich purple double doors into focus. He was a recruit, one of the thirty night guard whose purpose was to carry out Princess Luna's decrees, and to a lesser extent, protect her during times of danger. However, since the prophecy a few days previously, the number of guards had tripled, and aside from the usual pair of night guard that stood at Luna's doorposts, one of the regular guards passed through the corridor every half an hour or so, interrupting Nightingale's thoughts.

He was the captain of the night guard, and proud of it. He had enlisted the moment that she had returned and had decreed that the night guard would be returned after her millennial absence. Before that, he had been a sergeant under Celestia's guard, and had around twenty years of experience under his belt. In all that time, he had never need to fear for the princesses he protected.

Until now.

This new threat seriously worried him. This level of security was far greater even than the changeling invasion, and dozens of guards were stationed in every location of the city. Even Luna was scared, although nopony really noticed it aside from him. His shift was a lot longer than anypony else's, and he saw what she was like when she returned from a night of reflection under the stars, or when she left her chambers in the late evening, to raise the moon. She was still resplendent, and graceful without even thinking, and she still held herself with such poise, that one would not normally notice that anything was wrong. But there was always that tiny pause when she greeted him, a small reduction in her perfect smile that unnerved Nightingale. If the princesses were worried, then something was indeed wrong.

It was close to dawn. Luna had retreated into her quarters to study immediately after raising the moon, which in turn made her guards jobs much easier, and kept them apart from Celestia's guard, which was also good, as the two held each other in contempt, each believing that the other was poorly trained and less devoted to their charge than themselves. Nightingale didn't know for sure which faction was better than the other, but he certainly believed that he was the most devoted and unflinching guard in the city. And how could he not be? He had the perfect charge, after all, the incredible demi-god of the night, and he was so loyal, that he had to be given a direct order from Luna himself before he would stand down and get some rest. If it were up to him, he would happily protect her until he faded away into dust and there was nothing left of him.

It was on these thoughts that he dwelled upon when something happened, something discordant, unusual in the stillness of the night.

He could hear the hooves of a guard clattering down the corridor, and before long, he could see its stretched out shadow flickering on the deep blue rock. In one fluid motion, he picked up his spear, which was propped up against the wall to his left, spun it in mid-air, and held it out in an offensive position toward the intruder. The recruit did the same, but his actions were just ever so slightly jerkier and he was slightly slower off the bat.

The guard, one of Celestia's, hurried toward them, before screeching to a halt when he saw the pair of raised weapons pointing his way. He had dark bags under his eyes, and Nightingale could tell that he clearly wasn't used to the night shift.

"P-please! L-lower your weapons! I bear a message from the front lines!" He said, raising his forehooves in submission.

"What is your message? Princess Luna requested that she is not bothered tonight." Nightingale replied angrily.

"I-it's them…" the guard panted. "They've arrived…"

Nightingale's eyes widened. "Are you sure?"

"Very, sir. P-princess Celestia has already been awakened, and she is going to deal with the situation forthwith… But I was asked to tell Princess Luna immediately."

Nightingale nodded shakily, worried. He turned swiftly, dropping his spear and hammering on the door.

"P-princess!" He called out urgently.

A second or so passed, before Nightingale heard a heavy bolt being drawn back and the door opened, revealing Luna's crownless head, and one bare forehoof. She looked surprised and a little flustered, but not angry in any way.

"N-Nightingale!" She exclaimed. "What is it?"

He looked down from her deep, questioning gaze worriedly. This was the first time she had given a proper smile in quite some time, and he hated to ruin the moment. But Canterlot was in danger, and radiant though her smile was, he could wait and see it again, when this was over.

"I-It's started, ma'am…"

Her smile vanished and her eyes widened. "Are you sure?"

"Yes ma'am… Princess Celestia has already been summoned, ma'am."

She grunted with mild irritation. "They always get her first when something happens…" And with that, she pulled the door open, using her magic to unfasten a pair of hair clips that kept her flowing cloud of a mane out of her field of vision when she was focussing on something.

"Will you two escort me?" She asked the pair of night guards, the third guard disappearing down the hallway. They bowed in unison, and galloped alongside her as she headed for the observatory, the highest point in Canterlot and the designated rendezvous for the princesses should the robots invade. He had a feeling that he would be required to lay down his life that day…

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Fluttershy sat on the steps leading up to the town hall, a small blanket resting over her shoulders and a mug of cocoa held tightly in her forehooves. She had fainted almost immediately after giving her message to Steelhoof, but it was more to do with exhaustion and stress than anything serious. Luckily, she had been so intent on reaching the town square that she had not paid much attention to what was around her, running on instinct. It was probably this that had saved her fragile heart. Somepony like her should not have to see things like that.

Or at least, that was what Cheerilee felt as she sat down next to the shivering yellow mare, giving her a concerned look. Understandably, Steelhoof had already left. He said it was in order to look for tracks over at Sweet Apple Acres, but everypony knew he just needed time to cool down. Besides, it wasn't as if many of the ponies wanted him around right now.

Cheerilee felt sorry for him, really. They were all too happy to let him risk his life to save them, but as soon as the battle was over, he was too much of a reminder of what had just happened. He had been surprisingly insightful and understanding, especially for him, as although nopony had directly said that they didn't want him around, the hints had been present.

Cheerilee for one would have been happy to let him stay. The thought of the big metal colt that had stood almost alone against fifty metal warriors and come out on top was comforting, as she knew that his strength wasn't directed at them. She felt safer with him around, and quite a few ponies agreed. Twilight Sparkle for instance, who had just returned after extinguishing the fire that had been started next to Ponyville library and threatened its collective knowledge, had also agreed that she would have felt better with him around whilst she stood up to her knees in dead robots, that could spring up and attack at any moment. Or maybe they were just being paranoid.

She placed a tentative hoof on Fluttershy's shoulder.

"Fluttershy, dear? Are you feeling a little better?"

The pink maned pegasus nodded sadly. Her cheeks were wet with tears. "W-why d-did they t-take him? Th-they didn't t-take anypony else…" She said quietly, almost to herself.

"We… don't know, dear. But we'll get him back, you know that."

Fluttershy turned to her for the first time. "How?" She said questioningly, disbelievingly.

"H-how?" Cheerilee stammered. "W-well… Steelhoof will find him, you know that. No matter what, he'll get Mac back."

"I… I hope so…" Fluttershy murmured, but she didn't look convinced.

Cheerilee gave a small sigh and got to her hooves again, giving the turquoise-eyed mare a reassuring smile as she did. But she didn't feel much like smiling. There weren't any definite figures yet, but apparently over a quarter of the town's residents lay cold in the streets, and more than half of whoever was left was injured in some way. She was lucky, she had got out unscathed, keeping the foals safe underground. What she didn't like now was that they were now out of her hooves, venturing out into the town to discover the fates of her parents. She looked out sadly over the scrapyard of parts that was a massed army not two hours ago, hoping to see a small glimmer of hope. Even Pinkie pie was trotting along slowly, almost as if she was lost, her mane and tail just slightly less poofy than usual. With a sad flick of her pink tail, the caring schoolteacher began the long, hard trudge toward the building that she had been working at and calling home for more than half her life. For the first time, she wasn't happy to be heading home.

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Steelhoof sat alone on a rooftop in Ponyville, hidden from view. He had gone to look for Macintosh, and had found signs of a struggle, including an impressive number of dead robots for one pony, but he had lost the trail shortly after the cart tracks that he was following broke through the fence on the northern edge of the orchard and disappeared. There was no question as to where they were going, but Steelhoof couldn't pursue yet. There were too many loose ends to tie in Ponyville.

Not that they wanted him there anyway.

He thought that it might have been different, but despite their support, when it came down to it, he was still just a weapon to them, and an unwelcome one at that. He was like the pole that he had used to beat back the invaders earlier, only useful in times of need. Of course, there were ponies that did want him there… His friends, few though they were, and for all he knew, now even fewer. And of course, Rainbow dash. His thought always turned to her eventually. She would be furious with him, which didn't make what he would have to do any easier. She wouldn't understand. She was as stubborn as he was, without a doubt. He admired that, in a way. She wouldn't give up on something, no matter what.

But right now, stubbornness was a bad thing. He would tell her, and she would fight, which would only make things harder. Emotion, that's what it all boiled down to. If only they could both shed some, just for an instant, they could pull through this and come out on the other side with some shred of happiness left.

He looked up into the deep blue sky mournfully, his heavily dented armour pinging softly in the unearthly silence. And as if on cue, a small rainbow arced across the sky, looking unreal given the circumstance.

Steelhoof frowned, squinting as he leaned forward and stared intently at the band of colour in the sky. It made him feel uneasy. And it wasn't the fact that the vibrant strip of colour looked ironic, almost mocking after the hell that Ponyville had just endured, it was the fact that the rainbow was changing direction.

And it was heading toward him.

With difficulty, Steelhoof hauled his battered frame back upright, his injured left hind leg creaking dangerously as he put weight on it. And then, save for the faint clicking of his body, he stood silent and still, waiting for his beloved to give him hell.

He took a step back as she alighted on the roof tiles. She glared a furious glare at him, one so powerful that he recoiled, taking another small step backward and putting even more weight on his bad leg, leaving him off-balance.

Her mane was a mess and her eyes were slightly bloodshot, and it was clear from the stains on her cheeks that she had been crying. Without a word, she leapt forward and struck him across the face.

Surprised, Steelhoof stumbled backward, coming dangerously close to the edge of the roof. He flinched, like he always did when a pony hit him, but this time, it wasn't just because he didn't want them to injure themselves.

This time, it was pain.

It wasn't normal, physical pain. That he could have dealt with, if he was capable of feeling it. No, this hurt much more than the blow ever could have done. It was a force of anger and of hate, and the fact that it was Rainbow dash that was inflicting the damage made it all the worse.

Still glaring, she struck him again, with all her might, and as he stepped backwards to cushion the blow, his left hind leg gave out.

In a second, his great weight dragged him straight off the roof and he landed with a dull crunch in the street below, his fall softened by a robot underneath him, showering him with oil as he landed. He made no effort to stand as he looked up, watching Rainbow glide down from the roof toward him, her expression unchanged. He could feel a pit of ice in his stomach, and it chilled his body, holding him still as his perfect mare approached him. In the distance, he could hear the other residents scurrying away, happy to give them privacy. She pinned him down by placing her forehoof on his throat, and brought her face close to his, her furious gaze boring holes through his head.

"What the _fuck_, Steel" She hit him again across the face. "How could you? I was trapped in there like a rat while my friends were down here fighting and dying!" She shouted at him, her face flushed with anger. Steelhoof shied away slightly, unwilling to be the centre of so much rage.

"I'm the element of _loyalty,_ Steel! Do you know what that did to me? Of course you don't, do you? You never see anything anypony else's way!"

Her mind was full of that thick, red mist that clouds your vision and closes your mind. She couldn't see anything beyond the fact that Steelhoof had just betrayed her and threatened the lives of everyone in Ponyville for his own selfish reasons.

At this last comment, Steelhoof snorted angrily, and his eyes flared into life. Unhindered despite the cyan mare's weight on his neck, he struggled to his hooves, holding his injured hind leg off the ground. He reached out with his ruined foreleg, pushing against her shoulder. For a brief second, she pushed back, but she might as well have been trying to stop a small train. For the first time she felt his full strength, his foreleg an iron-hard extension of his indomitable will. She looked into his eyes, and saw the fury that burned within him. Those eyes had stared down things that she wouldn't even approach scared her for the first time, and they froze her in her tracks. With a single motion, he pushed her into a sitting position, firmly but not forcefully. Despite his injuries, he stood tall and towered over her. In a quiet, strangled voice, he spoke.

"Celestia made me a protector, and it is my _duty_ to protect everypony. And you are my highest priority. I love you, Rainbow, but it's more than that. If something had happened to you… I… The elements of harmony would be broken… But I would be shattered. You know this, Rainbow. Without you, I am dead."

He stared at her with steely conviction, and she could only stare back, her eyes widening and her expression softening.

_All she could think of was one time, a few years ago, when she had trouble getting to grips with a particularly strange reference in the fourth Daring Do book, and she had gone to Twilight for help. She was, after all, a much better egghead than she was._

_Twilight had sat her down at the small round table in the middle of the library, and did her best to explain it. When she returned her gaze to Rainbow's blank expression a good ten minutes later, she sighed with frustration, before quoting some old proverb that she felt summed up the situation._

"_And lo, the beast looked into the face of Beauty, and Beauty stayed his hoof. And from that day on, he was as one dead."_

_If anything, this had left the multi-coloured mare even more confused, and she had left for home with no additional understanding of the book. But that weird old eastern quote had stuck with her since, and only now did she fully understand it._

_Steelhoof was as attached to her as she was to her wings – without them, life simply wasn't worth living._

She could feel an uncomfortable realisation creep into her body, and she sunk lower to the ground.

_He makes mistakes, but he only ever tries to help. Yeah, he hurt you, but only because you didn't explain to him how you felt. You can't understand him, but you expect him to read your mind? You're as bad as he is._

She looked up at him sadly, her ears drooped by the sides of her head.

"S-Steel, I…"

"Rainbow… It… doesn't matter. You're okay, that's what's important. You know my feelings, regardless of yours. But… I have to go, for a long time, if I return at all…" He trailed off quietly, the words slipping reluctantly through his metallic lips.

"W-what? Why?" Rainbow said, getting to her hooves. Steelhoof didn't stop her, letting his own hoof fall to the ground. He turned away from her, trudging forward to stand a couple metres away from her.

"I've got to head North, Rainbow… Find my creator… Put an end to all this… Before it's too late. I can't just think about you, or my friends, or even Ponyville. This is about Equestria, and soon the whole world. I have to go and fix this… No matter what it costs me."

"B-but you can't just leave!" Rainbow said, taking a step forward. "I can't just let you go like that!"

"I have to, Rainbow. It's my responsibility to do all I can to bring him to justice…"

"Well… I'll go with you then!" Rainbow said frantically, her eyes brimming with emotion.

He looked back to face her, his blue eyes avoiding her gaze as he shook his head. "Rainbow, you know what I'm gonna say. There's too much at stake."

"B-but you'll need somepony to look out for you! You can't go by yourself! And who do you trust better than me?"

"It's not like that, Rainbow." He said in a resigned tone. "It's not safe to spend time with me at any time, let alone now. I'm going to some of the most dangerous places in the world, and I just can't have you there."

He turned back to the empty street, slowly dragging his hooves through the debris strewn over the cobblestones. He didn't look back, and it was clear that he believed that the conversation was over.

Rainbow simply stood in the middle of the deserted road, drained of colour and utterly alone. Everything felt a hundred miles away, as if the street was really a rolling, endless plain of scrap metal and blood, and everypony she knew was outside of it, facing away from her. Slowly, she stumbled after him, unwilling to feel so alone. Everypony had just lost something in their lives, but when she saw the big metal stallion, she never thought that she would be joining them. She didn't want to lose him again, it didn't bear thinking about. She was tempted to dash home again, to try and solve things with tears and self-loathing again, but she just felt too numb. Haltingly, she walked dumbly behind him, her hooves dragging senselessly through the carpet of bodies.

00000000

Steelhoof continued down the street at a snail's pace, his eyes blue and his damaged frame held low. As he left the area that had been cleared for him, he started to pass the survivors trying to piece together what was left of their lives. He noticed that ponies avoided looking at him where possible, and stepped away when he came near. Whether this was due to his outburst with Rainbow a few minutes earlier or not he wasn't sure, but frankly, he didn't much care. So long as they kept themselves to themselves and didn't try to talk to him, he was content.

It wasn't long, however, before something caught his attention. Above the houses to his left, he saw a fairly large white pegasus heading straight for him, his messy scarlet mane billowing in the wind as he sped toward the injured cyborg.

Reluctantly, he stopped, looking up at the unfamiliar stallion as he came to a stop just above Steelhoof, slowly flapping his wings to hold himself steady in the air. Steelhoof stared at him in a manner that others would probably find off-putting – a glare.

But the strange white pony seemed to completely ignore Steelhoof's obvious lack of interest, staring down at him excitedly.

"You're Steelhoof, right?" The stallion said, leaning forward with interest. Steelhoof maintained his glare, remaining motionless.

"What do you think?" He said irritably.

"Oh, I… Uh… Yeah, I guess you are…" The white pegasus said, rubbing the back of his neck awkwardly. "I was just trying to be polite…"

"Whatever. Can I help you?"

"Yeah… Yeah! You can!" The pegasus exclaimed, almost as if he'd forgotten what he'd come to see Steelhoof for. "Thing is… Some of your- of those robot things… came up to Cloudsdale as well… Of course, we won, 'cos we had loads of storm clouds to fend them off, but a few of them holed themselves up in the weather factory, and well…" Here he looked extra awkward, and looked as if he was making an excuse. Steelhoof heard Rainbow trudge up behind him, and he moved slightly to better include her in the conversation.

"We… couldn't get the clouds inside properly to flush them out… And somepony said that you might be able to help?" The white stallion said hopefully.

"Well… It's my job." Steelhoof said, unfurling his metal wings with a number of clicks and other mechanical sounds.

Snapping to her senses, Rainbow stepped forward, placing a hoof on Steelhoof's huge, silver shoulder.

"I'm coming too, big guy."

"What?" Steelhoof whirled around to face her. "You know I can't let you go."

"Try and stop me." She said indignantly. "You might have stopped me from trying to help my friends in Ponyville, but I've lived in Cloudsdale since I was a foal. There's no way I'm gonna let you take this away from me."

"But… You… I can't…" He stuttered, clearly in conflict.

"Plus, I used to work in the weather factory. I remember that place really well…"

Steelhoof growled, his eyes briefly flashing orange. "Fine. But if things get bad, I'm not going to let you get hurt. Under _any _circumstances."

She managed a weak smile. "I wouldn't expect any different."

"Damn straight." He replied, giving a tiny smile of his own. "Just try to keep up…" And with that, he forced his good leg into action, propelling himself high into the air before the engines in his wings took over, leaving four orange streaks across the sky as he was rocketed forward. Shaking her head, Rainbow crouched low, before launching herself into the sky herself. The white stallion followed last, trailing as Rainbow quickly caught up with the mechanical warrior. The city in the sky loomed above them as they flew upwards together, ready to rout the infestation of metallic killing machines.


	11. Chapter 11: The taste of combat

"Tia, you have to stop this! It's draining you!" Luna called urgently at her sister, who was sitting with her in the highest tower, looming far above Canterlot. The bone-white princess was holding her hooves to her temples, her eyes squeezed shut with the focus and exertion. Luna glanced out the window for what felt like the fiftieth time. Ever since the robots had arrived, some three hours ago now, Celestia had remained in this state. If Luna focussed, she could see the faint yellow glow that was the dome-like shield her sister had erected at the last moment. It shimmered slightly every few seconds in a mesmerising pattern. She looked down at the massed forms just outside the gate. They looked numberless at this altitude, a boiling mass of grey that rippled with movement. She shuddered. Both she and her sister were adorned in their royal armour, two ancient relics that had not seen use since Celestia had been forced to stop her as Nightmare moon. Despite the memories that it held for her, she felt much more secure wrapped in a coat of protective metal. Up to her knees was covered by segmented blue steel plates, and a similar design ran down her neck, back and chest. Her wings were totally uncovered, like her sister's, to afford greater movement. Celestia's armour was similar, but the plates were larger and there were fewer of them, giving greater protection at the cost of mobility. She held her helmet tightly under one foreleg as she stared out the window.

Until about twenty minutes ago, they had been content to simply sit there, formulating some sort of plan. Now, she could see them hurling themselves at the barrier between them and the lined ranks of guards. She couldn't see much detail from up in the tower, but they almost seemed to disappear once they hit it.

She quickly realised that Celestia still hadn't replied, and she turned back to her, frowning with worry.

"Tia?"

"I'm… Okay, Luna. Don't worry…"

"I _am_ worrying, sister. You're using far too much of your power."

"It… has to be done, Luna. To keep the others safe."

We have the army!" She said, exasperated. "Look, at the least, let me go down there."

"No. It's too dangerous."

"I'm not a foal, Celestia! I'm near full grown!" She said angrily.

"I know, Luna. But you're too impulsive, too rash. If you made a mistake… who knows what would happen?"

"How can it be worse than wasting my powers by sitting me here, foalsat by all these guards?"

She waved her hoof at the guards, eight of Celestia's personal escort, and eight of Luna's own night guard, hoof picked for their diligence and strength. Not one of them moved as she motioned to them.

She sighed, turning back to Celestia.

"Please, Tia… let me do my bit… We have to protect everypony, and you can't keep this up much longer…"

Celestia gave a long, rattling sigh, her brow furrowing further in frustration, before loosening slightly.

"Fine, go. But don't do anything stupid, and when the barrier falls, wait for me to recharge my powers before going on the offensive. If that's even possible…"

"Yes, sister."

"Are you sure you can do this?" the solar princess said with a small smile.

"Yes, sister." Luna said firmly.

She nodded sharply to her night guard, who stood stiffly to attention. She called upon her powers as the lunar princess, donning her shining blue helmet as she did so. The whole room seemed to darken as her power took shape in the form of a thick, dark cloud over the city. With a final nod to Celestia, she leapt from the window, her wings tucked tightly against her sides as she did so. The sky seemed to boil above her as she moved, rolling like an angry tide. She was dimly aware of her escort behind her as she plummeted toward the ground. She knew all of them by name without trying. Celestia never liked to get too close to her guards, or almost anypony, really. Their lives flashed by too fast for her. But Luna was different. She craved the companionship that only her guards could give her. Like Moonriver, one of her favourite guards and perhaps her best friend. Of all the guards, it was her that probably had the best sense of humour. That's what she liked. Her guards were ponies, not the automaton clones like her sister's. And who could forget her personal bodyguard, Nightingale, who she actually had to force to leave her side when she retired to her quarters. She could tell it was he who was immediately behind her as she levelled out, her billowing, translucent mane and tail stretching out majestically behind her.

She gently glided down over the streets, before coming to a rest hovering near the barrier, where the city met the bridge. She let her body hang downward, resting in a majestic bipedal position, her guards forming a circle around her. She looked down at the bridge.

The vast majority of the robots assembled outside the city were the bland, faceless beings, waiting listlessly on the bridge while others, slightly larger and more unique than their lower counterparts, hovered in a similar fashion to the night princess. The ones closest to the barrier were directing the weaker ponies to hurl themselves at the barrier between them and the city. Luna watched, horrified as wave after wave of ponies dashed up against the shield, melted almost instantly by the heat of Celestia's magic. Then, another wave would gallop through the reflective soup of their allies, only to be met with the same fate. Luna looked away in disgust, the clouds above her rippling, almost as if in anger.

"This is disgusting." She murmured, as another group of metal ponies sacrificed themselves, their soft grey matter visible for a moment through their melted bodies, before being vaporised. If they felt pain, they did not show it.

"Well, I don't know…" Moonriver replied softly, smiling. "It means less for us…"

Luna shot her an angry look, before descending toward the ground, the formal ranks of guardsponies lined up on their side of the barrier.

As she landed, the closest guard turned to her, who appeared to be an initiate, with his mane and tail still not docked to uniform length. He instantly recognised her and bowed, removing his helmet respectfully.

"P-princess!" He flustered. "A-an honour to have you here with us."

"I'm glad you think so." Luna replied, still subdued after viewing the willing sacrifice of her enemy.

"E-excuse me your highness," The guard said, who had obviously noticed her faze out for a moment, "h-how much longer do you think the barrier will hold up?"

"Not long." She said simply. "It's very exerting, even on my sister."

His already white coat seemed to pale even more, and he swallowed. "Oh dear…"

"Hey, don't worry about it, kid." Nightingale said, trotting forward and placing his hoof on the initiate's shoulder. "We're gonna be okay."

"A-are you sure?" The guard asked nervously.

"By royal decree…" Luna muttered under her breath. She looked up at the sky, calming her breath. Then, a sudden movement caught her eye, and she flinched, her pulse soaring again.

The barrier had flickered.

In an instant, she ignored the worried mutterings of guards all over the line, instead looking straight at the tower she had flown down from.

"Oh, Tia…" She whispered to herself.

00000000

"Princess! You must stop this at once! It has taken a far too large toll on you now!" Celestia's personal aid called urgently. She was far more sagged than before, her hooves pressed even more tightly against her temples and a vein throbbing on her forehead. A small trickle of dark red blood dripped from her nose, a stark contrast to the shining whiteness of her coat. He gingerly placed a hoof on her royal shoulder; a practice frowned upon in normal circumstances.

"Princess! You must stop!"

"N-no…" She said with difficulty. "To protect the ponies…" And with that, she slumped to the floor, unconscious. The captain leapt back with surprise, the normally stalwart guards flinching with worry.

"By the gods…" He muttered at last, breaking the silence that had fallen for several long moments. "Quickly, somepony send for a medic. And… and send for Steelhoof. Celestia said that something about him being able to help last night."

The guards didn't move, transfixed.

"Now!" He shouted, raising his hoof angrily. In a second, they snapped back to reality and fled down the spiral staircase back to the ground, hastening to carry out his orders.

Gently, he held the unconscious princesses' hoof in his own trembling forehooves, as he watched her anxiously. He hoped that this Steelhoof could live up to the solar princesses estimations, or they were all doomed.

00000000

There was a collective gulp from everypony as the barrier suddenly shattered, the yellow rapidly vanishing, leaving a faint glittery substance drifting down from the sky. Luna sprang into the air, high over the guards, who had now regained their composure. She saw as the half-melted ponies that had finally broken the barrier stumble and fall, trampled by hundreds of identical clones as they struggled to stoke their ruined machinery into life. The volume of melted steel was now so thick that it ran into the city like a river of silvery blood. With protective fury in her eyes, Luna channelled the power of her magic from her horn and into her raised forehoof, which crackled with ethereal electricity as thunder boomed overhead.

As the monsters galloped toward the front rank, she let loose with an arcing network of searing white electricity, splitting in the air and coursing through the front ranks of mechanical ponies.

As she had hoped, they immediately crumpled and fell, their limbs spasming and their circuitry fried. With just one blast into their concentrated ranks, nearly two dozen had fallen. Confidence flowed through her as she raised her other forehoof, letting fly a similar blast. As the robots had begun to spread out, she only toppled around fifteen the second time, but her confidence did not waver. Already, she was pushing the previous thought out of her head, finally letting herself be part of the battle. It was hardly like she hadn't been looking forward to it.

She charged her first hoof with electricity, ready to call upon the storms that she controlled. But as she raised her hoof to strike down the robots advancing on the front line of guards, a shape plummeted down from the sky toward her. She turned quickly, facing the robot as it bore down on her. It was one of the larger ones, a mare, her small purple mane rippling behind her. Her face carried a vicious snarl, displaying pointed teeth behind her metallic lips. Luna brought her hoof up into the direction of her attacker, letting loose her magical energy at the last moment. With a boom and a flash of light, the lightning exploded out of her hoof and hit the robot square in the chest. Her entire left side immediately shattered, reduced to tiny drops of liquid with the heat of the bolt. The smoking corpse continued, and Luna desperately attempted to take evasive action. However, aerial agility was not her strong point, and the mechanical mare crashed into her side.

Luna immediately gasped with pain as the air was driven from her lungs, the searing heat of the metal pressing against her skin. Spasming with pain, she dropped out of the sky, the incredible weight of the metal pony bearing down on her. Her eyes watered with pain as she quickly plummeted for the ground.

In an instant, she found the great weight of the metal pony leave her body and she quickly stopped falling. Coughing with pain, she cracked her eyes open as she heard the sound of the cyborg hitting the ground. Nightingale hovered in mid-air, holding her gently and blushing furiously. She smiled grimly at him, before looking over at the rest of her guard, who had separated her from her enemy in mid-air. She flexed the wing that had nearly been injured, finding it to be mostly unharmed. She rolled out of Nightingale's embrace, taking to the air once more as the defenders met the invaders in a clash of metal on metal. She alighted on a nearby rooftop, staggering slightly on her wounded side and panting. She held her glowing horn to her side and pictured the correct sequence of magical flow to reknit her burnt and damaged tissue. She winced as her flesh fizzed and tingled. Nightingale approached her gingerly as the other flew about overhead.

"I-I'm really sorry, ma'am. I should have been there to stop that from happening. It's my job, after all." He said sadly, hanging his head in shame.

"Don't worry about it." She growled, her teeth gritted. "You can't be everywhere."

"But still…"

"Look, Night. This isn't really the time for this, is it?" She said, smiling at him again, although it was clearly slightly forced.

"You're right. Sorry, ma'am."

She sighed. "Stop apologising." The conversation was making her ill-tempered, as it didn't sound like the Equestrian troops were very successful at the minute, and the healing process was taking longer than she liked. She'd have to save this only for the most serious injuries.

"Yes ma'am. Very good." He took to the air again, reluctantly. The bubbling in her side ceased and she joined him, marvelling on the pain-free movement of her wing. Once again, she sent a bolt of lightning into the masses, hitting several and killing them instantly. She swept over the battlefield, calling the thunderstorm above her into a churning frenzy, sending out bursts of lightning behind her. Her escort stayed in tight formation as she banked over the city, heading to the more distant areas only accessible by the cyborgs capable of flying. She alighted on the balcony of one of the smaller towers, the roof of which was producing a tall plume of smoke. Cautiously, she trotted inside.

Almost instantly, she sensed a presence to her right, a bladed hoof slashing toward her. She sidestepped, almost automatically charging her forehooves to fry her opponent. But at the last second, she remembered her past mistake, and reached out with her horn, seeking to crush the enemy leaping at her from the darkness. She felt Nightingale running to aid her in the darkness just as she found the robot and pressed down hard, stopping it in its tracks. Still, as she sought to crush its armoured body, she could see it coming toward her through a brief gap in the smoky darkness, if slowly. Extending her magical power, she lifted the creature into the air, at which it growled, a wild, animalistic sound that chilled her slightly despite herself. Then, with a flick of her head, she sent the metal pony straight backward and through the far wall, seeing it clearly for the first time. It was another of the more powerful creatures, and it writhed and struggled as its body was slowly crushed inwards.

Before she could finish things however, she heard a low, threatening growl from nearby. She dropped the struggling robot instantly and turned to face this new threat. There were now several shapes in the darkness, emerging from what appeared to be a staircase on the far side of the room. Nightingale was fighting one, growling fiercely as it bore down on him with its superior strength. With another flick, she sent the creature flying, hitting it with a weak bolt of lightning that illuminated the room for a moment. In a flash, the purple soldier was up again, standing between Luna and the robots as the other members of her escort rushed into the room. Hastily, Luna gave the order to retreat, backing out of the large room as more shapes flooded up the stairs. The moment she was outside, she flapped her great wings, soaring up into the sky and hovering above the top of the tower. Her night guard quickly followed suit, and moments later, the first of the robots showed up on the balcony, snarling at them.

With fire in her eyes, she once again summoned electricity into her forehooves, stretching her forelegs out in front of her and facing the tower. With a great surge of power, she fired her lightning outwards, in two concentrated bolts that shot straight toward the balcony. Time seemed to slow down, and she watched as the assembled robots seemed to care little for the energy headed straight for them, showing no regard for their own safety. Then time resumed as normal, and the powerful magic seemed to almost distort the air around it as it blew the whole peak of the tower to pieces. Small shards of shrapnel and wood flew out of the explosion, falling gently to the earth as the remains of the tower smouldered gently, coated with liquid metal.

"Come on, we have to find where those came from. This is a residential district."

Her guards nodded sharply, heading for the ground even before she began her descent. Civilian safety was always a priority. Only Nightingale hesitated, as he always did, making sure that she was heading down before beginning his own descent.

She alighted carefully on the nearest rooftop, listening intently to the sounds of battle far behind her. She wasn't able to tell who was winning from this distance, but the face that there were still sounds of battle at all meant that they hadn't lost yet.

00000000

Rainbow alighted gently on the ornate cloud pathway that lead to the main gate of the foreboding weather factory. Unsurprisingly, she beat Steelhoof, and the stallion that had identified himself as White, up to Cloudsdale, and by several seconds, too. Her landing had also been flawless, even with her gauntlets. She may not be a pony for style and elegance, but in the sky, her grace was unmatched.

Especially by Steelhoof, who landed with a heavy thud on the path next to her, sinking into the hardened surface and causing it to quiver slightly. White landed a moment later, with neither the grace of Rainbow dash nor the presence of Steelhoof. She flashed her enormous coltfriend a small smile before joining him as they trotted slowly toward the massive structure. The factory itself looked ominous at the best of times, permanently wreathed in thick black clouds that incited violent lightning storms, giving the building the aura of an evil lair. On this day, however, this was not helped by the fact that the large double doors that marked the front entrance were smashed inwards, and pieces of the once mighty entrance lay all around on the bone white pathway.

Seeping out of the doorway as they advanced, like the tendrils of some unspeakable horror, was a thick blanket of dense fog, coiling around the pathway and grasping at their hooves. They came to a stop some thirty feet from the main door, and Steelhoof looked back at the pale, red-maned stallion that was standing at the back.

"So, how many of them did you say there were?" He asked.

"Well, I can't really say for certain," He replied hesitantly, "At least five of 'em… Less than fifteen though. I think."

Rainbow saw Steel roll his eyes as he turned back to the massive floating structure.

"Well, if it's all the same to you guys… I think I'll be taking my leave now…" The white stallion said, turning to leave. Steelhoof wordlessly continued, stepping toward the factory. Rainbow looked back at him, giving him a weak smile before cantering after the battered robot. She caught up with him just as he made it to the entrance, and she stopped him, trying to catch his gaze.

"Steel… I'm sorry. I know you're just trying to look out for me, but I can't just leave my friends when I can help, you know?" She looked at him expectantly. "You're a protector… You understand, right?"

After a few silent moments, he finally looked into her eyes. "I just thought… That I'd be having these conversations with AJ… But I knew you'd give me hell…"

"Oh, come here, you… "She said, rearing up and spreading her forelegs. Without hesitation, he reared up as well, enveloping her in a tight hug. She rested her head against his broad shoulder, snuggling into the imaginary fur coating his body, filling her body with warmth. Had she been blind, it would have been hard to tell the difference between him and any other large pegasus – the only major way to tell them apart was his heartbeat, which thrummed slightly, almost like a revving engine.

After at least ten seconds of simply enjoying each other's company, Rainbow took the chance to speak up.

"Know, Steel, I think you're the only pony that hasn't noticed that you're looking a little… rough right now…"

"Ah, I'll be fine, don't you worry…" He said dismissively, letting her go and dropping back to the ground. Rainbow on the other hoof, took off, hovering a couple feet off the ground.

"Are you sure, big guy? I mean, I know you're tough, but you look worse than you did after the Cerberus…"

"Hey, really, I'll be fine. You heard him, there aren't many of them. And I'll have you here to help…"

"Damn right you will." Rainbow said in her trademark confidence, giving Steel a daring grin.

He smiled in return, although it was more one of amusement than agreement, and continued on his way. Rainbow followed him, still flying, ducking as they passed through the doorway, entering the cavernous black hallway, dark as the night and swirling with fog. It reminded Rainbow of the mists in the Everfree forest at night, and she shivered slightly. But not where Steelhoof could see her. That would be out of the question. But she simply couldn't escape the feeling that they were being watched, and it made her uneasy. Even the tall, sweeping entrance corridor seemed cramped in the pitch blackness, giving her a sickening reminder of their home not long ago. She darted down to the ground, happy to be closer to Steel. She felt comforted around him, despite his outburst earlier. She watched as his large yellow eyes cut into the thick fog like a pair of lanterns, two beams of light flicking back and forth across the hallway.

Before long, Rainbow felt the space around them open up, and she looked around, squinting into the darkness. They had entered a huge chamber, mostly empty save for a huge device that took up the majority of the far side of the room. Steelhoof trotted forward, and Rainbow followed close behind, keeping her eye on the machine. As they approached the centre of the chamber, she saw it in greater definition.

It looked like an enormous metal boiler some thirty feet high, a metallic blue in colour, with six smaller metal cylinders attached to it. From memory, she could tell it was a fog generator. The fog was created in the huge boiler, and pumped into the cylinders, with was then disconnected and carried away by a team of weather ponies to the designated area, where the fog was discharged into the ground.

This one, however, likely wouldn't be pumping any fog into the pods, as there was a huge, ragged gash straight through the solid wall of the boiler at around head height. There was no question as to how it had been done. The cyan mare gave Steel a quick nudge, and pointed toward the gash, from which was pouring the thick fog. He nodded, before heading off into another hallway. Silently, she cantered after him.

They continued down the new passage for some time, devoid of sound bar a small dripping that Rainbow could hear echoing from elsewhere in the facility. As much as she tried to convince herself it was probably a leaky pipe or something, a morbid part of her psyche kept trying to convince her that it was blood, dripping from the open wounds of somepony, hung up by their- Rainbow shook her head, trying to clear the thoughts from her mind.

Steelhoof sped up slightly and she subconsciously took a step closer to him as she did the same. This place was eerie. If those robots had just been waiting at the entrance, it would have been quick, and over with. None of this waiting and thinking. It was a bit like how Ponyville had been for the last few days, only worse.

Tense.

The word didn't seem to live up to what she was feeling. Everything was threatening in this dark, disturbing mockery of her past, like one of those nightmares where everypony you've ever known or cared about is gone, leaving you alone in a dark, featureless world. She felt cold, and rustled her feathers gently to keep her blood flowing in her wings.

Steelhoof was the first to break the silence, the suddenness of his voice echoing through the corridor making her jump instinctively.

"I remember… Ponies used to tell stories about this place…" He said, still facing forward.

She relaxed, her heart still thumping wildly in her chest.

"They still do, Steel…" She said, much more quietly than him. Something about this place naturally suppressed her brash attitude at the best of times.

"What was it they used to say about Rainbows…" The twin shafts of light that shone from his face disappeared, as he closed his eyes in thought. "Cutting up ponies to make the colour, or something…" The beams of light reappeared, directed straight at her face. "Do you reckon they really do that?"

Rainbow looked away slightly, as his eyes were almost painfully bright in the dark. "Like I said earlier, Steel, I used to work here before I snagged the job in Ponyville. They just have a thing that separates the colours in sunlight somehow, and then it gets sent into some… weird magical thing where it's turned into a liquid." She said triumphantly, proud of her knowledge.

"Huh." The huge metal pegasus said plainly.

"What?"

"That doesn't make for a very good story…" He complained.

Rainbow allowed herself a small smile. "How about the one about the robots that hide in the weather factory?"

The light into his eyes faded into a softer green, and she could see the outline of his face shifting into a smile.

"But who would believe a story like that?" He said jokingly.

She huffed, but she knew he could see her smiling. She gave him a small punch on the shoulder, and trotted out ahead of him, forcing him into a light canter to keep up. Something about the conversation had put her mind at ease, and she found herself less jumpy as they entered another large chamber, that Rainbow could tell was the rainbow refinery purely from memory. It would have been quite a sight to see, had there been any light to see it by. She could hear the gentle lapping of a rainbow stream as they advanced, trotting lightly over a small bridge that spanned the gap between the two halves of the room. It always confused her as to why anypony bothered making these bridges. The only ponies who ever went up into the weather factory were pegasi, and on the rare occasion that somepony else came up there, it wasn't much of a jump.

She eagerly let her mind wander as she walked, keeping dark thoughts at bay as she listened to the rhythmic thuds of her coltfriend's heavy hoofsteps. Something still clawed at the back of her mind though.

"Maybe nopony's home?" She said in a hushed voice that sounded much more nervous than she would have liked Steelhoof to hear.

"It is strange… Either they left out the back entrance or something…" He trailed off, coming to a stop. Rainbow did the same, staring straight forwards.

"…Or it's a trap." She finished for him.

There was a blur of motion to Rainbow's left and suddenly she felt Steelhoof's huge body slam into her, his thick forelegs around her middle. He leapt across the room, driving the air out of her lungs and causing her to flail as they hit the ground again. Except it wasn't ground. It was some liquid, thicker but less dense than water. Steelhoof released her, and she thought she heard him whisper an apology before she heard a bellow of anger from where they had been and Steelhoof disappeared into the fog. As he did so, she instantly sank into the mysterious liquid like a stone. It was cold, but it tingled like it was hot. She tried to open her eyes, which were immediately filled with colour and a searing, mind-numbing pain that caused her to thrash about, gasping for air. As she did so, the liquid rainbow that her coltfriend had tried to hide her in filled her battered lungs, burning all the way down her throat and into her body. She panicked, desperately trying to swim upward, trying to shut out the pain. Through it all, she could still hear the sounds of Steelhoof's fight, hearing his roars of anger and their replies, hearing metal clash on metal as she tried to save herself.

Rainbow dash burst out of the liquid rainbow, coughing and spluttering as she thrashed violently. The liquid had gotten everywhere, and it felt as if she were on fire. Her eyes were screwed shut with the pain, and her mouth and nose were full of it as she gagged, her throat feeling ready to tear. After a few seconds of gulping at the air heavily, her chest rising and falling dramatically, her pulse slowed and she forced her stinging eyes open, trying to calm herself.

The cacophony of sound that had accompanied her struggle was now distant and disjointed, as if whatever was going on, it was a long way away and moving a lot. She darted her head left and right, spraying showers of multi-coloured droplets from her mane as she scanned her surroundings for any enemies.

Quietly, she stood up, small rivulets of the colourful liquid running down her body and dripping back into the huge, golden basin she found herself in. She peered into the gloom, trying to locate the source of the battle raging somewhere in the darkness.

Suddenly, there was a large splash behind her, and the basin shook violently. Startled, she spun around, taking a step backward, away from whatever she had heard.

It was an enormous robot, not quite as large as Steelhoof was, but still much larger than the cyan coated mare. Its short mane and tail were a deep crimson, and its tail flicked with anticipation as it took a step toward her, instantly destroying the distance she had put between them. Hesitantly, she rose onto her hind legs, not taking her eyes off her adversary. The robot did the same, towering over her, its psychotic grin widening.

Glaring fiercely, Rainbow flicked her wrists outward, the blades in her gauntlets sliding out into action followed immediately by a flash of light and a crackle as her blades were wreathed in blue sparks. The robot followed suit, bringing its own blades, identical to those used by her coltfriend, into play. If it was worried by her weapons, it did not show it. She stepped forward slightly, more for balance than anything else, and the robot charged.

Its sheer mass caused the golden basin to shake uncontrollably, and she almost lost her footing as it swung a bladed hoof toward her.

However, it lacked the mind-blowing speed of her mentor's attacks, and her sportspony's body, long used to split second decisions, ducked downwards and to the left, turning toward the psychotic metal colt. With all her might, she thrust her left foreleg out, and right into its elbow.

It gave a piercing shriek, convulsing wildly as it pulled away from her, almost dragging her with it. With a yank, she pulled her blade free of its foreleg. It staggered backwards, the limb that she had struck limp and blackened, but the rest of its body still very much alive. With a savage roar, it lunged for her, their combined weight on one end of the basin causing it to tip wildly, the liquid rainbow sloshing around and making the basin even more unstable. Rainbow fell onto her back, her head hanging over the edge of the huge golden bowl as her namesake washed over her lower body.

Off balance, the cyborg fell toward her, snarling fiercely. Forcing her muscles into action, she extended her wings, forcing her to sit up, before curling as tightly as possible and rolling forward, her eyes clamped shut against the technicolour liquid. The roll complete, she staggered to her feet, furiously wiping her eyes against her foreleg to clear her vision. Hearing movement behind her, she forced her burning eyes open, whirling around to face the metallic monster.

She watched with blurred and tear-filled eyes as the now multi-coloured robot pushed itself back onto its hind legs with its working foreleg, turning to face her. Acting on pure instinct, she leapt forward, jabbing at its face with her right. She hit something, her blade digging in all the way to its hilt. She heard an agonised gurgle from the cyborg, before it suddenly became limp, falling toward her. She tried to dodge, but her attack had left her off balance and she could only just pull it free before several hundred kilos of metal alloys crashed into her, smashing her against the floor of the basin. This final impact was so great that the weakened foundations of the bowl simply gave up, and slid off its pedestal, spraying liquid rainbow everywhere as it landed on its side, bouncing a few times and throwing them out, before rolling to a stop thirty feet away, landing upside-down with a resonating clang. She lay there limply, the robot splayed out next to her, for some time, the cool air given by the fog soothing on her burning body.

After what could have been a few moments or a few hours, Rainbow finally mustered the strength to stand. As soon as she stood, the disorientation from the fight and the fall hit her full force, and she swayed slightly, her head swimming. After a couple moments, she stepped over to where her adversary lay dead on the floor, forcing herself to look down at it. Her wristblade had clearly connected with its eye, ruining the artificial organ and digging deep into its head. She looked away when she thought she could see blood seeping into its eye socket, but it could have been simply oil.

Coming to her senses, she looked around, surveying her surroundings. All was silent, and the swirling mist hid everything more than ten feet away from her. Against her instincts, she trotted carefully into the fog, looking around constantly. She peered into the darkness.

"Steel?" She whispered loudly, before listening for a response.

Suddenly, there was a dark shape to her left, and she turned just in time to see another robot explode out of the milky-grey fog bank, its fanged maw wide open. It lunged for her, bellowing. She lifted her forehoof off the ground, flicking her blade into action with a burst of sparks.

But it stopped mid leap, smashing to the ground. Jumping backward, Rainbow saw a pair of hooves grabbing it around the waist, holding it still. It tried to roll onto its back, to confront this new danger, and suddenly Steelhoof was there, pouncing onto its chest like an enraged demon. The robot gave a yelp of genuine terror, scrabbling to get away from him.

Giving a snarl, he gripped its foreleg tightly, bracing his hind legs against its chest and heaving. With a wrench and a screech, the limb burst from its socket, flying away into the darkness as Steelhoof jumped up, his hind leg landing heavily on its throat. Its cry was cut short as Steelhoof pushed downward, crushing its neck slowly. After a few long moments, the thrashing cyborg finally laid still, its brain cut off from the life support in its chest. Rainbow took a step toward it, her bladed forehoof still raised, in case it got up again.

"Steel?" She said tentatively. She knew how he could get in a fight.

"Rainbow!" He said excitedly, turning to face her. His big eyes quickly faded from red to yellow, before deepening into a brilliant green. "You're okay!"

He leapt toward her, enveloping her in a tight hug, his muzzle buried in her unruly mane like a small colt.

"Hey, easy there, tiger." She said in a strained voice, as his forelegs pressed the air out of her lungs. He gave an apologetic laugh, and loosened his grip.

"And how are you holding up?" She asked, giving him a soft poke. "Are we done here?"

"Everything's still working… And it looks like we got 'em all…" He said, his voice hiding a touch of weariness. Rainbow gave him a quick nuzzle on the chin, before breaking the hug.

"Come on big guy, let's get back down to Ponyville…"

00000000

**Yeah, I know **_**somepony**_** asked if I wouldn't do these, but as this chapter ended on a high note, I think I'm entitled to a quick one.**

**I think that one moment when Rainbow flicks out her blades is possibly the most awesome thing I've ever described… I might have to draw it. **

**Also, say hello to the longest chapter of Steelhoof ever written! Six thousand, two hundred and forty one words from start to finish! (Minus the author's note.) Anyway, hope you liked it!**


	12. Chapter 12: Loss

Derpy hooves was alone, and Derpy hooves was afraid. She was in what she would have called a post office, had it been the size of a normal post office. However, what she felt like she was standing in, was some sort of hangar. It was one of three that connected to the post office proper, and it was where all the incoming and outgoing mailponies waited for their orders. Being the capitol city, there was always huge amounts of mail travelling from, through and to Canterlot, so a post complex was needed.

The entire area was completely deserted, leaving her alone with her thoughts… And the battle outside. Every thump, every crash, every cry of pain and fear, made her want to open up the huge doors on the far side of the hangar and fly for freedom, but she daren't take the risk. She would be seen by somepony as soon as she did so, and she was no soldier. Instead she simply sat down next to the door controls, curling her tail around her forehooves, listening fearfully to the cacophony outside. It was impossible to tell who was winning, and her heart went out to all those fighting to protect those like herself – small and defenceless.

As always, her mind slowly drifted back to Dinky. She hadn't seen her daughter since the night before, when she had put her to bed underneath the town hall, just before setting off for Canterlot, leaving her most precious possession in the hooves of the town. She could only hope that some of them had survived to keep her little muffin safe. She whimpered slightly as she pushed such thoughts out of her head. She needed to be strong, or at the very least, brave. So, hunkering down protectively, she settled down and prepared to wait it out. At least, until there was an opportunity to escape.

Suddenly, she heard a number of hoofsteps thundering quickly up the hall behind her, approaching fast. Her heart in her mouth, she leapt from her perch next to the door controls, desperately looking around. To her horror, it was at this moment that her eyes drifted out of focus, blurring her vision.

_No! Please not now!_ She thought, backing away from the door, beads of sweat running down her forehead. She heard the doors burst open, and she clenched her eyes shut, cowering on the floor, her ears dropped in submission.

Then, through her fear, she heard the door shut behind them, and something heavy being drawn across it. Then, came sharp, quick breathing, like a few large ponies panting nearby.

_Panting._

That didn't sound like the robots she had heard about at all. In fact, it sounded more like-

"Citizen?" A rich, masculine voice called out, almost quietly. She opened her eyes, looking up at a slowly approaching figure.

"Y-yes?" She said, utterly failing at sounding brave or strong.

"What in the name of Celestia are you doing here? This whole section has been evacuated." The mysterious pony was one of the royal guard, a large white pegasus with a stern demeanour. Behind him, she could see the other guards barricading the door behind them.

"I-I was… I-I'm a mailpony…"

"You're in a post office, ma'am. I guessed that much. Why are you here?"

"S-Steelhoof asked me to take messages between hi-"

One of the guards perked up, looking back at her. "Did you say Steelhoof? Sir, The Princ-"

"I know what the princess said!" The guard who approached her snapped, looking sharply at the speaker. Quickly, he turned back to her, and there was a lot more urgency etched into his face. "You know this Steelhoof?"

"O-of course I do… Although I've only spoken to him a couple times-"

"Do you know where he is?" He said, interrupting her again.

"I… I think so…"

"That will have to do, I suppose. Do you think you can get there?"

Before she could answer, there was a distant crash coming from behind the doors, and another thundering of hooves, much louder than last time. She could hear the sound of the metal hooves as they hit the floor. Scared, she faltered. "I… I…"

"Quickly, Ma'am! There isn't much time. Can you get there?"

"I… c-could, but the fight…" She was visibly shaking by this point, her pulse soaring.

The hooves on the other side of the heavy double doors got louder, and the guards braced themselves against it in preparation. One of the guards looked to their leader.

"Sir…" He said, urgency clear in his voice.

"I know, corporal!" The captain snapped, turning back, before returning his gaze to her. "We will take care of that. We will accompany you."

"B-but…"

"Look, it's either that or we wait until they break down the door behind us. We're out of time now."

Derpy nodded, exhaling shakily. "O-okay…"

He gave her another curt nod, trotting toward the hangar doors that opened onto the warm Equestrian morning. The small grey mare watched him go, trying to compose herself.

"Uhh… Captain? Sir?" A small voice called out, and the pair turned back to the door. One of the guards was smiling nervously. A long, spiralled horn stood proudly on his forehead.

Derpy gave a small gasp, looking back at the captain. The tall white stallion seemed just as surprised to see the unicorn as she was, and took a hesitant step towards him.

"That's… a problem…" He said, his voice tinged with sadness. "What are you going to do?"

The unicorn, much to Derpy's surprise, gave the leader a small smile. "Sir… Permission to… cover the rear?"

The captain bowed, closing his eyes briefly. "Granted."

The guard smiled a little wider. "You ponies better get going… They'll be here any second now."

The captain motioned with his head, and the guards stepped away from the door, heading to the far side of the hangar, toward the exit. She followed him as he made his own way, herding her to the middle of the group.

"Okay," he said, "you're going to go and find Steelhoof, and let him know that we need whatever it is that he can do here asap."

"M-me? But what about you…?" She asked, but the Captain didn't answer. Instead, he looked around, nodding to the unicorn.

"Let us out, would you?"

The unicorn nodded, his horn flaring into life. The thick lever controlling the door creaked and shifted, hitting the floor with a thud.

The small grey mare looked back, watching the powerfully built unicorn as he turned away calmly, facing the door that was now rattling in its hinges, the thick wooden barricades starting to crack and split.

Suddenly, she felt the firm presence of the captain's shoulder pressing against her back, and reluctantly, she galloped forward, her escort close behind. With each flap of her feathered wings, she could feel the air currents diverted by her powerful movements, the cushion of air created by her lift. With four strong flaps, her lift became more powerful than her gravity and she took off, angling sharply upwards. Behind her, she was sure she could hear the door splintering. But it was too late for her to stop now. With the guards forming a loose 'v' shape behind her, she flew up, through the smoke of the battle, desperate to be as far away as possible from the fighting below. She daren't look down as they flew over the city. She wasn't strong enough.

After a brief few moments that felt like hours, they were past the city walls, and out into open air. Pumping her wings furiously, she sped up, banking toward the distant Ponyville. Almost like an extension of her body, the guards followed suit perfectly, even shifting formation as she banked. For a moment, she thought that they might be in the clear, and risked a glance back.

With a faint rumble that was steadily getting louder, she could see a trio of dark shapes break off from the chaos surrounding the elegant city, quickly roaring toward them. Yelping in fear, she flapped even harder, trying to keep as much distance between them and the robots as possible.

But her small wings were built for long distance flight, not straight line speed, and despite her best efforts, she could hear them getting closer. She started to panic as they got ever closer, her wing beats becoming more erratic as she did, small beads of perspiration running across her face. Whimpering, she could feel her eyes start to lose focus with fear, and her heart beat painfully in her chest as the image of Ponyville in the distance blurred and distorted before her.

She was so engrossed in her fear, in fact, that she almost didn't hear the sound of a guard shouting to her right, the wind whipping the sound away from her ear as soon as she heard it. Even with her ruined vision, she could see the captain nod curtly as she looked back, and to her horror, she saw the guard furthest to her right snap his wings open, braking suddenly. She looked back as she heard the sound of the guard crashing into the robots behind, and she screwed her eyes shut against the mental image. _How dare that stallion let his troops die so readily? It's… It's horrible!_ Shuddering violently, she dropped altitude quickly, before rising again, banking sharply to the right, trying to lose their attackers. But as she glanced back, she could see that the robots were still hot on her trail, and to her horror, she could see another trio burst out of a cloudbank, heading straight for them. Derpy angled sharply upward in response, trying to out manoeuvre them. But once again, it was no use. The sheer straight line speed of the robots was too much for her short wings. Once again, through her fear, she heard another questioning shout, this time from her left. She squeezed her eyes tightly shut, trying to blot out the loud crash behind them.

Spinning in the air, she entered a steep nose dive, forcing her pursuers out wide and putting distance between them. She risked a small glance backward, looking back at her escort. Including the captain, there was only three of them left, now. But there were three robots too, and nothing she could do could shake them off her. She levelled out, her eyes darting left and right, looking for any movement. She could see none.

Suddenly, before she could react, two shapes rocketed down from above her, striking the small group with blinding speed. Hot steel smashed into her body as a massive cyborg grabbed her small frame, diving toward the ground, crushing the air from her lungs. Eyes watering, she struggled, but to no avail. The robot's vice like grip held her far too tightly. Her vision started to go dark around the edges as they descended, far too fast for her. Closing her eyes, she tried to think of something, anything that might save her, but all that would come to her panicked, barely conscious mind was the dreadful image of Dinky, standing alone. Her little muffin, even though she wasn't so little any more, was still her only prized possession left in the world. The thought of leaving her alone simply wasn't worth thinking about. She opened her eyes, focussed and ablaze.

Her nose bleeding thanks to the change in pressure, and her ears popping painfully, she summoned her last reserves of strength and wriggled violently against the robot's grip. Surprised, the creature rolled, leaving her above it. Kicking out with her hind legs, she broke its grip around her middle, flying straight up into the air, fuelled only by determination. Once again, she closed her eyes, straining her wing muscles to their limit as she heard the powerful engines of her foe roar back into life, heading straight for her.

However, it wasn't long before she heard the engines falter, and a savage roar came from beneath her. Her eyes cracking open, she tried to look down, curious. But there was a blur of white pressing into her, obstructing her vision and holding her by the chest, lifting her faster than she could fly by herself.

Sensing that she was at cruising altitude again, she pushed the mysterious whiteness away, ready to run from anything just to get back to Ponyville. To her surprise, the face that confronted her was that of the captain, smiling grimly. Gently, he released her, and she turned back toward Ponyville, once again forcing her aching muscles into action. She glanced back at him again, seeing another guard rise up, flying by his side. Both of them were heavily bloodied and had lost a lot of feathers, but were still flying, most of their dented armour discarded to afford greater mobility. As she heard the distant thunder of the robots coming for another round, the Captain flashed her another grin, and it finally dawned on her what he had meant when he had told her that it would only be her who would find Steelhoof.

All of them knew they would die just to protect her.

That was why the unicorn had accepted his fate so easily – he would have died no matter what. Only now did she realise what responsibility she had. At the very least, the guards believed that without Steelhoof, Canterlot, and with it, Equestria would fall. And she was the only one that could get to him.

Suddenly realising the gravity of her situation, she whimpered, faltering. But once again, the captain was there. He grabbed her forehoof lightly, giving her a sad smile.

"I'm afraid you're on your own now," He shouted, the wind whipping past them, stealing his words almost as soon as they left his mouth. "We've got to get rid of them for you."

She shook her head at him, and he clearly saw the fear in her eyes. He nodded, wiping the blood from her nose gently and releasing her hoof. "You have to! A lot of ponies are counting on you, Miss!"

Shakily, she nodded. "M-my name is Derpy, sir…" She shouted back.

He gave her a lopsided smile. "It's nice to meet you, Derpy. My name is Stoneheart." He looked over Derpy, nodding to the other guard. "Ready, private?"

"Yes sir!" The guard shouted back, and the captain nodded.

"Good luck, Miss Derpy." He said, and the two guards snapped their wings open again, and she dove, shutting her eyes against the sound she was about to hear.

Seconds later, she heard the crash, and she pulled upward, powering straight into the sky. She could feel tears rolling down onto her cheeks.

But it was over now. She let out a small rattling sigh, preparing to glide down to Ponyville. But no sooner than she started to slow, the mighty rumble of jet engines reached her ears again, and she looked down.

A pair of twin-tailed comets were shooting upward towards her, and closing fast. She was alone now and nopony could help her. But she didn't feel alone, or even small anymore. Her mind awhirl, she shot straight upwards, her eyes ablaze. She wasn't about to let any of the guards, especially Stoneheart's sacrifice go to waste. She may not have been big, or strong, or trained to fight, and although her eyes didn't always work as they should, she wasn't stupid.

And she had a plan. She ignored all her usual altitude limits, pumping her wings furiously as she powered her way past the clouds, higher into the air than she had ever been before. The robots followed, smashing through the cloudbanks as if they were non-existent, the deep bellow of their engines propelling her yet higher through the air, even as the air started to get thinner, and she started to get colder.

Before long, she started to feel the effects of the altitude, and flight quickly started to get harder. Breathing became difficult, and her muscles ached with the lack of oxygen. Even as her tears froze her eyes shut, and her hooves and wingtips became numb, she kept forcing her way upward

She was in pain now, gasping for breath as her muscles screamed at her woozy mind to stop, and frost covered her body, stiffening her bones and chilling her muscles. She wanted to stop, but every tiny shred of her willpower kept her going, and her ears were constantly focussed on the ever growing sound of engines belching fire behind her. Every breath was a pained gasp, every wing beat felt like her muscles were tearing, she couldn't feel any of her hooves anymore, but still she flew.

Finally, flying so high that she could hardly breathe at all, she heard the sound that she had been desperate for.

The sound of the engines behind her started to falter, to stutter as the cold and lack of oxygen started to play havoc with the cybernetic ponies pursuing her.

Smiling fiercely, she pressed on, each extra metre a marathon of effort. But suddenly, her ears were met with an ear splitting bellow of rage, and the roar of the engines cut out altogether. Forcing her frozen eyes open, she looked down to see the frozen robots fall straight out of the sky, as if in slow motion. One still clawed at her, its movements jerky and stiff. Only then, with vision dark around the edges, she saw how high she really was. It was almost as if she was looking at Canterlot, Ponyville and Cloudsdale on a map, the landscape sprawled out below her. It was an incredible sight, but she just couldn't continue. Her wings ached, her vision was fading, her body was numb and it felt like her mind was wrapped in a warm blanket. She was tired, and it just didn't feel urgent any more. The ground was miles away; she could just take a quick nap…

Her eyes slowly closing, she stopped flapping, starting to tumble back down to the ground below.

00000000

Applejack cantered down the small dirt track that lead to the Ponyville hospital, still looking around nervously.

The battle had ended nearly three hours ago now, but everypony was still on edge. The bodies had been removed from the streets, into carefully arranged rows in a field, ready for burial in the case of the residents, and into a huge heap on the other end of the village in the case of the robots, constantly under guard on the off chance that some of them were still alive. The funeral was to be held soon, but Applejack had somepony important to visit first.

Caramel had gotten slightly worse since she left him, but had apparently recovered a lot, and was ready to accept visitors. Of course, she had to be the first. Normally, she was only known to be competitive toward Rainbow, but anything she cared about was worth competing for. And although it felt foalish and silly, trying to visit Caramel before anypony else helped her keep her mind off things. She gulped softly. She had been through enough that morning to make up her mind. She was the element of honesty, after all, and the thought of hiding such a thing from him just didn't sit right with her.

Something else was eating at her, however. She was worried about her family. Apple bloom and Granny smith were fine, to Applejack's relief, but the thought of her brother being ponyknapped scared her. It was the uncertainty as much as anything else, really. Fluttershy had been very specific in saying that he had been ponyknapped, and was adamant that Macintosh was alive when they dragged him off to who-knows where. She wanted to pursue them herself, but she knew that she had far too many responsibilities to the ponies here. Like Steelhoof said, they needed her. He could be surprisingly… correct sometimes.

It was times like this that she would usually bring her hoof to her hat for a little comfort, reminding her of a time when her life was just her and apples, and nothing in between. But Caramel had her hat now, and it felt like a piece of her body was missing. And now, everypony was looking to her for the answers, and she didn't know any more than the rest of them. There was a limit to what a pony can bear, and Applejack could feel herself reaching that limit.

Not to mention the fact that Rarity kept asking her what she had done with her hat, and as the element of honesty, it was starting to get difficult to avoid the question. She broke into a small gallop, heading for the hospital. Most of the defences had been taken off of the huge old building now, as with most of Ponyville, but the signs were still there, and although the building itself had never seen any action, it would still be a long time before it was fully repaired.

The same could be said of most of the town, now. With so many buildings turned to rubble, and so many ponies dead, the town was barely even recognisable. Shaking herself, she hurried over to the hospital. She didn't like to think too much about what had happened. She reached up, knocking on the heavy oak doors.

To her surprise, it was nurse Redheart, somepony she actually recognised.

"Oh, hello Applejack. It's nice to see you…"

"Howdy, Nurse Redheart." Applejack replied, reaching up to touch her hat in greeting. Finding the space above her head empty, she dropped her hoof quickly, hoping that the nurse hadn't noticed.

"What brings you here? You seem alright in yourself…" The nurse said kindly. If she had noticed, she didn't make any mention of it.

"Well, uh, Ah heard that Caramel's acceptin' visitors at the moment?"

"Oh, of course. It was you who brought him in, wasn't it? Come right this way, please." The nurse turned to leave, and Applejack followed.

"Y-yeah, it was…" She smiled awkwardly, but the nurse was facing the other way now, and didn't notice.

"He's recovering quite quickly, I must say," She continued. "But he must stay off his hooves for some time, and do try not to let him move around too much…"

"Y'have mah word, ma'am." She replied, making to touch her hat again, before dropping her hoof again, frustrated.

After a confusing walk through the crowded hospital, Redheart came to a stop just outside one of the hundreds of nondescript rooms. Applejack doubted that she could find the place again.

"Well, here we are, Applejack. He's on his own in there right now, but we might be moving other ponies in there soon."

"Thank ya, Redheart."

"It's no problem, Applejack. Now, if you'll excuse me, I really should be getting back…"

"Don't wait up on me, Nurse. Ah'll make mah own way out when Ah'm done."

"Thank you, Applejack." And with that, the white mare trotted away down the hall, back the way they had come.

Almost immediately, Applejack wished that she hadn't said that. She had no idea where she was, and could be stuck in there for hours if she wasn't careful.

Nervously, she stepped inside the room, looking around. The room was just as plain and uniform on the inside as it had been on the outside. White walls, a tiled floor and a single window on the far side of the room. In the bed closest to the window, she could see Caramel, lying back and with her hat over his eyes. He was completely unaware of her presence. With a smile, she trotted over to him as quietly as she could. She had to admit, her hat did look rather good on him…

But it was still her hat, and she wasn't leaving without it. Nor was she leaving without saying her piece. But that could wait for a minute or two, couldn't it? Surely, she could spare a moment to just sit back and watch him lie there, and take in his thick, muscular frame, or his soft skin, and-

Applejack stopped herself, shaking her head. She could feel that she was blushing already. Taking a deep breath to calm her nerves, she leaned in close, her mouth just inches from his unsuspecting ear.

"Howdy, partner." She whispered, a sly grin on her face.

No sooner than she whispered the words, Caramel shot bolt upright in surprise, crying out loudly.

"Applejack!" He shouted, tearing the hat off his head and hugging it tightly to his chest, before looking down, and as if seeing it for the first time, regarded it with abject horror.

"I-I don't… I didn't… I-I don't know why I have your hat! Please don't hurt me!" He held it between them, as if in protection, looking away with his eyes shut.

She chuckled her herself, taking the hat out of his hooves. "Now, why would Ah do that?"

"I… I don't know… B-but you're always so defensive about your hat… I've never even seen you take it off…"

"What? Ah'm always takin' mah hat off…"

"Never when I'm around… I thought y' slept with it on…"

"Well, Ah don't." She said indignantly.

"And it's a shame y' don't take yer hat off more often," He continued, smiling. "It don't half hide yer mane…"

Applejack could feel her cheeks heating up again. "Ain't nothin' special 'bout mah mane."

"Ah'd say there is…" Caramel said softly, quickly adopting her accent again. It wasn't his own, but he spent a lot of time around the apple family, and often found himself talking like one.

"Th-tha's just them painkillers talking…" Applejack said hesitantly. This was going exactly the opposite way to how she was planning on doing things. He had her on the back hoof now, and he could see it.

"Well, maybe… But Ah mean what Ah say…"

"And you know how Ah always mean what Ah say…" Applejack returned, trying to prepare herself. She didn't feel ready. But then again, were you supposed to?

"O'course. Tha's one of the things Ah like about you so much..."

Applejack's blush deepened, but she wasn't about to stop now. She placed her hat back up on her head, smiling softly. Then, heart pounding in her chest, she leaned up onto the bed, pushing Caramel down so that he was lying on his back. Then, she leaned in close to him, so close that she could feel her breath mingle with his, that she could almost share in the heat from his burning cheeks. She smiled at him, her eyes heavy lidded.

"There's a lot about you Ah like, Caramel." And with that, she gave him a soft peck on the lips. Smiling even wider, she stepped away from the bed, her heart racing.

"W-wha? W-what do you mean by that?" He managed to stutter out after several long moments.

"Ah think y'all know, Caramel…" She said softly, heading for the door. Then, before she left, she turned around one last time.

"Ah was the one who gave you mah hat, Caramel. Fer luck."

She smiled warmly as he stammered for a bit longer, enjoying the effect just one small kiss had had on the big stallion.

"Get well soon…" She said, trotting out of the ward with a spring in her step.

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Derpy's eyes cracked open with a start, the wind roaring in her ears. Panicking, she looked about, seeing the scenery rushing past her. Vertically. With an uncomfortable jerking motion, she snapped open her overworked wings, pumping them furiously against the incoming ground. Quickly, her downward descent turned into a level flight, the momentum giving her an impressive turn of speed. Looking down, she gulped, quickly whipping her head back up to the task at hand. The ground must have been less than fifty metres below them, a fall of seconds at her speed.

Ignoring her aching body, she tilted upward, finally closing on Ponyville. Such was her relief to finally see the end of her journey through hell; she failed to notice the wisps of smoke rising from the battered villages, or the two dark figures shadowing her every move.

00000000

Applejack trotted back into Ponyville, her hat firmly placed on her head once more. The familiar weight was comforting as she made her way down to the field where the service would be held. Despite the sadness of the situation, she couldn't help but feel a tiny ball of happiness in her chest, and a small smile graced her lips as she touched her hat again. A weight that had been laid on her shoulders for months now had finally been lifted. Shaking her head, she broke into a gallop once again. The town was almost deserted already, and she knew that she would be one of the last arrivals. Even Steelhoof and Rainbow dash had returned, according to other hospital visitors. And although Steelhoof had been reluctant to attend, the friends he had had been insistent. Applejack was proud to number herself among his friends, but she hadn't seen either of them since the battle, or the day before in the case of the rainbow maned mare. That probably hadn't helped her mood much, either. But she was going to see them now, along with all of her friends, and almost everypony she'd ever known. It was only too unfortunate that for many of her friends, it would be for the last time. She sighed sadly, stopping and wiping her eyes. She wouldn't want anypony to see her like this, especially not Rainbow, but when she was alone, it was much harder to keep the emotions at bay.

Exhaling slowly, she made to leave again, before she was late. But before she could get anywhere, her ears perked, and she heard a sound in the distance. It was a sound that had been burned onto her mind earlier that day, and a sound that she never wanted to hear again. The distant rumble of engines.

Whipping her head around to the source of the sound, she peered into the sky, trying to catch a glimpse of the perpetrators. Before long, she spotted it: Three grey shapes, hurtling toward Ponyville at an impressive rate. In an instant, Applejack's mind was racing. She broke into a head-down gallop, sprinting down to the middle of town as fast as she could. As much as she hated to say it, the funeral would have to wait. Like a champion racehorse, she weaved through the mess of buildings, her heart racing. Why was it always down to her? In a matter of seconds, she was in the town square, where the weapons had been dumped. She grabbed a pair of spears in her mouth, flicking them on and wreathing them with sparks. Then, dashing over to the disassembled barricades that were previously nailed to the town hall, she grabbed a small sheet of metal, holding it in front of her. Then, dropping one spear and holding the other in her forehoof, she looked up at the incoming shapes, exhaling slowly. What she saw surprised her.

The pony that she assumed to be leading the charge was, in actual fact, the resident mailmare, abject terror plastered all over her face. Behind her were two huge robots, battered and furious. Applejack's eyes widened, and for a moment, she almost dropped her spear. But her mind was in a whirl, and she was discovering thoughts she didn't know she was capable of. Looking left and right, she came up with a new strategy, her mind racing at a million miles an hour.

Standing up straight and staring up defiantly, she kicked over the metal sheet, gulping. Tipping her hat back, she took a step forward, lifting the spear to her shoulder. Licking her dried lips, she smiled and beckoned to Derpy, who immediately changed course toward her. She raised her spear, trying to slow her breathing. She had one chance to hit either robot, before they got too close and she would have to shift into close quarters. She rose to her hind legs, pointing with one foreleg, ready to throw. She didn't have much experience with a javelin, especially not under stress, but as competitive as she was, there was no sport that she hadn't challenged Rainbow dash to. And this was certainly no exception. Carefully, and holding her breath, she took aim and threw.

The spear flew gracefully, streaking through the air like a bird of prey, shooting straight past both robots and disappearing over the rooftops. Applejack's heart sunk like a stone, and she gulped, suddenly afraid. But she wasn't ready to give up. She spun around, rolling over the cracked cobblestone and grasping the other spear with both hooves. She whirled back to the rapidly approaching ponies, and took aim again. Her last minute dive had given her just enough time for one last throw.

This time, her aim was true, and she struck the left robot on the side of its chest, bringing it down with a shriek and a shower of sparks. But one was still alive, and there was no time left. She rose even higher, opening her forelegs and motioning to Derpy, trying to look as comforting as possible.

There was a blur of motion, and Derpy crashed into her at what Applejack could only assume was full speed, crushing her upper body and driving the air from her lungs, bowling her straight over onto her back, causing her to smash her head hard against the ground. Applejack dimly heard a crash of metal in front of her, before everything went black.

Applejack woke, air whooshing into her lungs as the small grey mare rolled shakily off of her body. Opening her eyes groggily she tried to stand, before a sharp pain stabbed her head and she collapsed weakly. Trying to slow her breathing, she tried to listen to the world around her. To her surprise, she heard ponies talking excitedly, and soft hoofsteps coming her way.

"Hey, AJ? You okay?" The heard the familiar fiery tone of Rainbow dash above her, and she opened her eyes again weakly.

"Rainbow?" She smiled gently.

"In the flesh, AJ. You alright? Looks like you lost your hat, there…" She could see the cyan mare smiling cheekily.

"It may surprise you, Rainbow, but mah hat ain't the only thing that matters to me…" She slowly rolled to her hooves, holding her head. It felt like the world was spinning. "Wha… What happened?"

"Well, you got the first one pretty well… I saw it on my way over! But after Derpy knocked you out… You weren't in much of a state to take out the other one! Luckily, Steel got here just in time… "She said, more than a hint of pride apparent in her voice. She chuckled lightly at Rainbow's expression, but was cut off by a pair of hooves wrapping tightly around her chest.

"Oh, thank you ever so much, Miss Applejack…" Derpy said, giving her a squeeze. Applejack winced with pain. She felt like a rib was broken. As Derpy released her, however, Applejack could see just how much of a bad shape she was in. Her eyes were less focussed than usual, and her ears and nose was bleeding profusely from the pressure changes. Her feathers were split and frayed, and her body was covered in water and ice. Her ears, tipped blue like her hooves, flicked constantly, as if her eardrums were burst, and she was shivering slightly.

"Derpy…" She murmured, raising a forehoof.

"D-don't worry, I'm fine…" She said quickly, staggering past the confused farmpony. "I've got a message to deliver to Mr Steelhoof…"

She heard the massive cyborg grunt curiously behind her, and she turned to see him setting down the head of the robot that, moments before, had been ready to kill her.

"A message?"

"Y-yeah, from Mr Stoneheart…"

"Who?" Steelhoof replied, bemused.

"H-he's… Was… A guard…" She said, looking down at the floor. Applejack could have sworn she saw a tear drop from her dusky grey cheeks. "He said that Canterlot needs you, Mr Steelhoof…"

"Me?" Steelhoof asked. "What's going on?"

"I-it's awful, Mr Steelhoof… I-"

"I've heard enough." Steelhoof interjected, turning toward the city in the distance.

"Yeah, let's go." Rainbow said, standing alongside him.

He sighed. "No, Rainbow…"

"What? Why?"

"Come on, this is your home. Don't you want to say goodbye?"

"I… Yeah, you're right…"

"Exactly." He smiled. "Besides, I'll be right back…" And with that, he nudged her, not hard, but easily hard enough to knock her straight into Applejack, before winking and charging down the street, taking off with a roar. Rainbow glared after him, and Applejack smiled.

"He just doesn't trust me, does he?" She said angrily. "He thought I was gonna follow him!"

She looked at her, one eyebrow raised. "Ya weren't?"

"Th…That's beside the point!" She flustered, annoyed.

"Come on, Dash." She reached up with a pained forehoof, patting the Rainbow maned pegasus's shoulder with a small smile. "We've got someplace we need ta be…"

"Yeah, you're right… Let's go." She said soberly. Together, they followed the crowd as they headed back to the field, ready to make peace with the old Ponyville.

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Luna alighted on a rooftop, recharging briefly from the fight. The guards were holding the line between the robots and the civilians, but that line was moving backward far quicker than she liked, and was starting to waver. Even when they brought out the cannons, shattering nearby windows with their phenomenal power, the grapefruit sized balls of steel crumpling robot armour like tissue; they were fighting a losing battle. Even Luna herself wasn't unmarked, and she sported a series of small cuts on her hooves, chest and a small scrape down her cheek. Nothing she couldn't fix with ease, but she had more important things to worry about. She heard a fluttering of wing behind her, and she turned, revealing seven of her escort.

"Princess!" Moonriver cried.

"Where's Nightingale?" Luna returned, frowning. It wasn't like her captain of the guard not to arrive.

"They… They took him!" Silver moon panted. She had a deep gash down her chest, and her armour was split around it, showering the beautifully polished armour with deep droplets of red.

"What? Taken?" Luna cried, taking a step toward them, her eyes wide.

"We… We did what we could, your highness… But eight of them grabbed him and ran… There was nothing we could do…"

"No…" Luna murmured, her eyes moistening. That stallion meant the world to her, and was often the source of comfort that not even her sister could provide.

"I'm sorry, Princess… We failed you…" Silver moon tried to bow, but she was too weak. She collapsed forward, and Moonriver and Shadow spinner caught her, concern lacing their features. All of Luna's guard were acquaintances, but her personal escort were close friends and cared deeply about each other. It was important that they shared close bonds, to act as a whole. Sadly, this meant that they became like siblings to each other, meaning any losses hit them even harder than usual. Bending forward, the lunar princess brought her horn to the mare's chest, using her magic to reknit the injured pony's ruined chest muscles.

The milky grey mare groaned softly, but looked up at the royal blue pegasus gratefully. Luna nodded, giving her an unconvincing smile of her own.

Really, Luna wanted to just curl up in bed and cry. Nothing was going the way she had expected, and her rather glorified ideas about warfare had been violently shattered, replaced with the harsh realisation that they may not even survive, let alone hold out. Her dear sister, the main source of morale among the troops had still not recovered, and Luna feared for her life. By no means were they invincible, as much as they appeared that they were, and anything could have happened in that tower.

And now Nightingale had been taken from her. Even though their relationship was strictly professional, she couldn't help but like the stallion that had total devotion to her from the very start, and was the first to volunteer for metamorphosis into a true night guard. They had become rather close over the last six years, and Luna had often requested that he stay in her quarters to stave off the loneliness in the small hours. She knew what the guards said to him about it, but he never complained.

But that would never be happening again, now. She would never have the companionship of the deep blue pegasus again, or catch him staring at her when he was supposed to be on duty, or finding him still on guard when he was supposed to be off duty… None of it would happen again.

Change. Ever since she had returned to Equestria, everything she had ever held dear to her heart was either gone or changed in some way. The last six years of her life had been nothing but trying to catch up with a world that was changing almost too fast for her to understand. But now this? One of her closest friends?

She had had enough.

She straightened, looking back toward the massed ranks of robots with flaming eyes and a glowing horn. They were going to pay.

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Applejack lay on her back in the hospital bed, her forelegs crossed and a scowl plastered on her face. There were bandages on her head and around her chest, and her hat was resting lightly on her bedside table. On her right was Derpy, hooked up to a drip and wrapped up tightly in her blankets. She was clearly in a bad way. On her left slept Caramel. Applejack wasn't best pleased about being in the same ward as him, but there wasn't much space. Derpy was still in a lot of pain during the funeral, and had decided to leave early. When Applejack had gone to scratch the back of her head and found her hoof covered in blood, she realised it might have been best if she went with her. As it happened, her rib was cracked as well, and the doctors asked her to stay in hospital for a day at least.

"I'm… sorry, Miss Applejack…" She heard Derpy say, her voice a little more than a whisper. Applejack slowly looked over at her, wincing in pain as she did so.

"Sorry? Fer what?"

"For doing this to you… For ruining the… ceremony…"

"It ain't yer fault, Derpy…"

"Th-then who's is it…?"

"S'mine, Derpy. Don't blame yerself." She said flatly, trying her hardest to end the conversation. It made her feel uncomfortable.

"H-how is it your fault? I flew into you…"

"Because Ah told ya to!" Applejack said irritably. "Ah made a mistake and now Ah've gotta deal with it." She turned back to face the plain white ceiling, scowling again.

There were a few long moments of silence, in which Applejack could see Derpy staring at her, her vacant eyes wide and a little hurt. Applejack tried to ignore her.

"You… saved my life, Miss Applejack… I owe you a lot…"

"Ya don' owe me a thing, sugarcube… Y'all woulda done the same, in mah, place…."

"I… Don't know if I could, Miss Applejack… I'm not as brave as you…"

Applejack tilted her head toward her slightly. "Bein' afraid ain't nothin' to do with it, Sugarcube. S'mah responsibility to keep everypony goin'." She said flatly. As nice as the mailmare was being to her, she just wanted the conversation to end.

"But… Isn't that Mr Steelhoof's job?" Derpy asked. If anypony else had said that, Applejack would probably have gotten angry. It just sounded too much like a personal attack. After all, no matter how useful Steelhoof was, the only pony he really kept going was Rainbow dash. And even then, he didn't do it very well. Whereas she had to work her hooves to the bone, looking after her farm and now half the village too. But there was just so much innocence and sincerity in her eyes that she just couldn't get angry at her. She wasn't trying to insult her, she just didn't understand.

"No. Steelhoof's job is to take care of the robots. Mah job is to take care o' everypony else."

"I-isn't that they mayor's job?" Derpy said, even more quietly. She looked like she regretted her words the moment they left her mouth, and despite her immobility, she shrank back slightly.

She chuckled mirthlessly, still controlling her temper. It wouldn't seem fair to explode at the tiny, wall-eyed mare. "The mayor looks ta me almost as much as everypony else does, Derpy… Ah'm the reliable pony. Ah always have been, Ah always will be."

"Well… Maybe you accept too much responsibility?"

The orange farmpony bit back an unkind remark, before frowning, looking back at the ceiling again. Maybe the mailpony had a point. Maybe-

"Mum!"

Applejack looked down again, just in time to see a grey blur whizz to Derpy's bed. By the time her eyes had caught up with the lightning-fast movements, Derpy was leaning forward, gently nuzzling her daughter. Dinky threw her arms around her in return, burying her face in her mother's chest. Derpy winced, obviously in some discomfort, patting Dinky softly on the back.

"Now now, Dinky… I'm still a little tender…"

The young unicorn immediately released her, an apology plastered all over her features.

"S-sorry mum… I was just really worried…"

The grey pegasus mare smiled fondly. "That's okay, dear… I was worried about you too… Are you alright?"

"I'm fine, mum… Miss Cheerilee looked after us very well…"

"Good… And are your friends alright? We still have that spare room if the house is still standing…"

"My friends are fine, mum… Well, the ones that I've seen… I-I mean, nopony's seen Scootaloo in hours, and Pinchy's with her mum so I haven't talked to her…"

"Okay, dear…" Derpy gently brought her forelegs up, embracing the grey filly tenderly. "As long as you're okay, and you're happy… I'm fine."

Applejack couldn't resist giving a small, shaky smile at the reunion, spectating on the loving family moment for some time, before a pang of sorrow forced her to look away, suppressed half-memories rising to the surface. She blinked back small tears, facing the ceiling. Reaching out, she retrieved her hat, placing it over her eyes and trying to hold back a quiet sob. The worn, oft old leather of the hat was comforting though, and before long, her breathing calmed, and she sighed. She missed her parents. Only Applebloom, who had been too young to remember them, wasn't really affected by the whole ordeal. Even before all this, their family had been incomplete. Ad now, without Macintosh-

She stopped herself, breathing slowly once more. Getting upset wouldn't fix anything. She made to wipe her eyes, hoping Derpy would still be too distracted to notice. She needed some time just to relax and work out everything that had happened. And a nap would not be amiss either, if she could sleep.

"Say, Dinky… Do you know where Aunty Carrot top is? I thought she'd have visited by now, and I didn't see her while I was in town…"

Applejack's heart sunk like a stone. She had forgotten that Derpy couldn't have known. After all, they had left the ceremony early and her name had not been read out yet…

Her thoughts in a whirl once more, she ripped off her hat, and ignoring the sharp pain in her head and chest, she sat up, looking over toward the pair.

Dinky had already begun to tear up, and Derpy was looking at her with curiosity and concern.

"S-sugarcube?" Applejack murmured softly to the confused mailmare.

Derpy looked over and Applejack shook her head sadly, looking at the ground.

"Y-you mean…"

Applejack nodded, fighting back tears as she watched them roll down the grey mare's face.

"H-how?" She asked, in a tiny, strangled voice.

"It's… best if y'all don't know, sugarcube…" Applejack said hesitantly, her mind once again filled with the grizzly scene that had unfolded back in Ponyville. She tried to shut her eyes against the visions, two small tears sliding down her face as she heard Derpy break down by her side. They weren't actual sisters, but had known each other apparently since birth, and had always been close.

Applejack wiped her eyes with a shaking hoof, opening them only to see Dinky throw herself into her mother's embrace, tears streaming from their eyes. Derpy was clearly still in pain, but didn't ask Dinky to stop. How could she?

"A-and Muh-Miss Daisy too! Miss Roseluck's all alone!" Dinky bawled, soaking her mother's mane and shoulder. Derpy tried to make soothing noises, stroking her daughters back gently, but she was crying too hard herself for it to have an effect. Applejack looked away, overcome with emotion, staring back up at the ceiling, placing her hat over her head and finally letting her sorrow flow down her cheeks, soaking into her pillow.

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Luna wiped beads of sweat from her brow, panting heavily. Both she and her escort were heavily beaten and battered, and every movement hurt as she stood tall. They were surrounded by smouldering robots, and the street was now clear. Luna sighed sadly. At this rate, it would take weeks to clear the whole city, if it was even possible at all. Raising her horn to the sky, she fired a ball of red magic into the air that hung above the rooftops, glowing like a star. It was alone in the sky, implying that nowhere else was yet safe.

But for now, this block was.

She looked back to her faithful guard, giving them a small smile.

"Ready to move on?" She said, more confident than she felt.

But Silver moon didn't meet her gaze. She could see the grey mare staring past her, her eyes wide. Curious, she turned, following her gaze. She peered out through the turbulent, roiling stormclouds and acrid smoke, trying to see what her guards were seeing.

Then, she saw it – a streak in the sky. A small dark shape, speeding toward the city, an orange trail in its wake. As she watched, she could see a number of small, similar shapes detach themselves from the skyline, intercepting the bizarre comet. Like flies, they were scattered before it. She smiled, realisation creeping across her face.

"W-what is it, your highness?" Moonriver asked, trotting over to the mare of the night.

"That, everypony, is the first piece of good news I've seen all day…" She said, turning back to them. "That, my friends… is Steelhoof. She grinned, opening her wings and powering her way to the nearest rooftop. Alighting gracefully on the sloping tiles, she scanned the horizon quickly, looking for any remaining pockets of resistance. She glanced up at the slender, colourful towers rising out of the smoke.

"Tia…" She murmured softly. "Where are you?"

Suddenly, the peak of the highest spire exploded with a deafening crack and a shower of fire, stunning Luna and making her stumble, scrambling for purchase amongst the slippery tiles. Taking to the air, she gazed up at the incandescent ball of fire shining brightly in the sky, piercing a wide circle in her personal storm. Quickly, the fireball spread out and dispersed, revealing a towering demigod of the sun, her face a tremendous display of fury, only amplified by the ribbons of flame whipping around her glowing white body. In a streak of unearthly flame, Princess Celestia descended on the city, her eyes burning with rage. Luna cheered, wreathing her hooves in lightning once more and taking to the skies.

The battle wasn't lost yet.

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**Well, I wanted to try something different and here it is. Not one word of it is from Rainbow or Steel's perspective, and I actually quite enjoyed it. And I hope you did too! As always, please tell me what you guys thought about it!**


	13. Chapter 13: Moving in mysterious ways

A painful jolt in the road shook Big Macintosh awake, cracking his head painfully against the side of the cart. He gave a small groan of discomfort, reaching up to stroke his throbbing head. But his hoof refused to move, and after a couple bleary seconds, he recalled his bonds, and the half-dozen or so ponies that had been dumped on top of him since they had left the day before.

They had only stopped a few times since they left Ponyville, and it seemed that it was only to collect more ponies. It didn't appear that the cyborgs ever needed to stop. Wherever they were going, then, they were doing so at an alarming rate, and Ponyville was far behind them. And with it, sadly, were any chances of rescue. Not for the first time, he looked back toward Ponyville with his mind's eye, contemplating the situation. All of a sudden, it just seemed so hopeless to him. Could any of them survive against something like that? He had never seen the full extent of the invasion, but the way it had come crashing through the streets, crushing all in its path… Macintosh shuddered. Even with Steelhoof at the helm, how could they have hoped to survive? But then, painfully, his mind traced back to the last time he had seen Fluttershy, and the way the robots had reacted when they had heard that Steelhoof was alive. The only way that Macintosh could describe it was… fear. A dozen of these monsters, each of them almost too much even for the huge red farmpony, almost shaking with fear at the thought of the metal stallion. _Maybe that was why they had been so secretive about their exit,_ Macintosh thought to himself. _Maybe that was why they waited for such short spaces of time when picking up other ponies. _Not to mention the fact that from what little he could see through his blindfold, they had spent most of the time going out of their way to be under shade, and what little time was spent in the open, they had broken into a noisy and painful gallop, hurtling across the landscape like the fires of Tartarus were at their fetlocks.

_Perhaps they _were_ afraid,_ he wondered. _Perhaps Steelhoof was coming after them already._ That filled him with hope. If they were actually afraid of Steelhoof chasing them, then the attack on Ponyville couldn't have gone as planned. But every moment took him further and further away from home, and made it less and less likely for him to get back. Every escape attempt had been the same. They were just too strong, too tough, and he was blind and immobilised. Even with the best will in the world, he didn't stand a chance. He felt a pit in his stomach as he discovered, for the first time, that this was something that he could not do himself. He was sure that had never happened to him before.

All his life, it had just been him, his family and the farm. Bucking apples, ploughing fields – they were his memories. If ever there was something he couldn't do immediately on the farm, he only needed time to grow stronger, and the task was as near as done already. He could overcome any obstacle in his life by simply training harder, getting stronger. But these things could never be simply overpowered, not even by Steelhoof, in the end. There were too many of them, and they were too strong. He wished his life was still as simple as it had been a few days ago. It hadn't felt like change, not in the beginning. The ponies of Ponyville loved to get together and work on something big every so often, an Macintosh was almost always roped into things, one way or another. It had almost felt like that, for the first couple of days. Like it wasn't really something that they needed to worry about, after all, they had prepared, they had planned – What was there to worry about anyway? But then, overnight, everything had changed, and ponies started dying.

A sudden jolt in the road scattered the farmpony's thoughts to the wind, and he groaned softly as he cracked his head painfully once more. Then, the cart rolled to a halt, and he heard the unmistakable sound of very heavy footfalls thumping around toward the back of the cart. The muffled moans and groans of the passengers stopped immediately as the huge metal monsters approached. The larger robots, with their vibrant manes, commanded a sort of fear and respect that could shut up almost anypony. It was like an aura of silence that followed them. There was a small, mechanical sound in the quiet as one of them raised a forehoof. Then, there was a sensation of pressure on the bodies stacked on top of Macintosh, and one of them let out a pained groan. There was a deep chuckle from one of the robots, and Macintosh scowled at their actions.

He could feel the ponies above him squirming as more of the rapid pressures came down, rocking the cart slightly.

Macintosh was a calm pony. Most of the time, he considered himself something of a pacifist, and he never liked to get violent, or even lose his temper. But he was a pony of strong morals, ad he found it hard to just stand by and watch other ponies getting mistreated. It just wasn't right to let others get hurt when there's anything you can do to help.

"Why don' y'all pick on somepony yer' own size?" He growled softly, pushing upward against the mass of ponies crushing him.

"Hmm?" One of the metallic monsters above him grunted. It sounded like somepony gargling with nails and rivets. "Somepony got something to say?"

A great hoof pushed down through the mass of pony above him, gripping his mane tightly. The second he felt it coming, Macintosh regretted the words that came out of his mouth. He and Applejack had been raised the same, and they had been taught that if you needed to say something, then you should say it. It was a good theory in terms of basic orchard life, calming down situations with a farmpony's honesty. But outside the farm, in life situations, it could lead to… Issues.

With inexorable strength, the robot dragged him upwards by his hair with agonising slowness. Macintosh screwed up his eyes, small tears beading at the edges of his eyes as the sheer weight of the other ponies pulled against him, yanking out his hairs painfully.

Finally, he came free, and he hung limply by his hair, his blindfold slightly dampened by tears of pain. But, more through pride than anything else, he stayed silent, biting his lip to keep himself quiet.

"Couldn't just keep quiet, could you?" The robot growled, shaking him. Wincing, the huge red farmpony set his jaw tightly against the pain. "Well, how about I teach you a lesson?" The mechanical voice asked sadistically, and the blindfold was ripped of his face. The harsh sunlight burned his eyes, and screwed up his face, furrowing his brow and trying to bring his forehooves up to shield his eyes. But the moment they reached his face, a bladed hoof tore them savagely away, and the crimson farmpony grunted with pain as the sharpened metal bit into his flesh. Submitting, he dropped his forelegs loosely in front of him, in too much pain to try and struggle against his bonds. With difficulty, he managed to force his eyes open, and they slowly focussed on his tormentor, standing on its hind legs and holding him with one outstretched hoof. It was the crimson-maned stallion that had captured him earlier, and his other hoof was raised, pointing straight at his face. He let out a soft gulp, the fight draining out of him. His scarlet maned foe smiled wickedly, chuckling at Macintosh's fear and discomfort.

"Bet you're regretting this now, aren't you?" It whispered, dragging the huge red farmpony closer and rasping quietly into his ear. "Because now, you're going to die…"

"Hey! Brother!" Came an angry voice from behind him, and the quiet stallion felt another, massive presence behind him. "What do you think you are doing?"

Immediately, his tormentor dropped its foreleg, dropping Macintosh unceremoniously to the ground. He tried to squirm, but the cyborg's grip was still absolute, and his hind legs felt like jelly after hours on the cart followed by the sudden situation.

"What does it look like I'm doing? I'm teaching this miserable sack of sick a lesson, brother." The robot replied to his comrade wickedly, and Macintosh could almost see the malignant glint in the monster's eye.

"No, brother. The master said that this one was not to be harmed."

"But-"

"Under _any circumstances,_ brother." His saviour growled.

"Fine." The red-maned monster replied after a second of deliberation. And with that, he swung his powerful foreleg out wide, wrenching Macintosh agonisingly into the air, tossing him effortlessly onto the cart, where he landed with a winding thud, eliciting a groan from the ponies underneath him.

With his blindfold finally removed, Macintosh shifted a little, gritting his teeth painfully as he moved his injured forehoof. At last, he could make sense of his surroundings. Unsurprisingly, as a farmpony, Macintosh had only ever left Ponyville to occasionally visit Canterlot or partake in a fete, so the local scenery was as alien to him as they might be to somepony from the mild west. They were standing near a group of trees, slightly bathed in the shade afforded by them. There were now three carts in their small group, two of which 'borrowed' from Sweet apple acres. The rest of the landscape seemed to be taken up by some rolling fields and meadows, the tall grass swaying slightly in the soft breeze. It was eerily silent, bar the argument from the pair of robots before him. There were no birds, no bees, not even crickets nearby to break the silence. Macintosh wasn't old, but he had been in Equestria for quite some time now. And there were a few things that he knew were supposed to happen in the middle of summer. On a day as hot as this one, with the sun gleaming in the sky, the sound of insects chirping in the grass should be deafening. It was almost as if the unnaturalness of the robots was tainting the land around them, killing off or frightening anything in the area.

Suddenly, his thoughts were broken by an odd smell, the smell that he did not associate with summer. It was an odd, tangy smell, one that was usually only smelt in the winter months, or perhaps autumn. Curious, the dirtied red farmer inhaled deeply, his side rising slowly in accompaniment. There it was again, just touching the edges of his senses, as if it were incredibly far away. But Macintosh new that smell as well as any on earth – it was the small of a distant thunderstorm, far in the distance. Back on the farm, one could detect the pegasi piecing one together for up to an hour before it struck, and Macintosh had many memories of packing away the farm equipment and losing half a day's work to an unscheduled downpour. But there weren't any stormclouds nearby, it was the middle of summer. So what could be-

Macintosh finally looked up, scanning the horizon, and his mouth dropped open. Far, far to the south, Canterlot was in turmoil. Smoke rose from the distant spires, and shapes darted around in the sky like angry insects. And rolling above them all, crackling with lightning and unleashing its downpour onto the city, was a huge ring of stormclouds, focussed entirely on the city and casting the elegant palaces into shade. But in the centre of it all, he could just make out the bright beam of light that arced down from the sky, straight through where the eye of the storm should have been. The sight far from filled him with hope about things to come. Disheartened, he dropped his head onto the side of the pony he was lying on, who appeared to be unconscious, and closed his eyes sullenly. Apparently, the cyborgs had reached an agreement, and all was silent in the fields. Macintosh lay defeated, motionless save for the gentle rise and fall of his chest, and the rise and fall of the chests of those underneath him.

0000000

Two or three hours passed, and the sun reached its peak in the sky, beginning its descent. Macintosh still lay where he was, still too weak and disheartened to move. But suddenly, the cart lurched as the robots, who had been leaning on it for the last hour or so, got to their hooves and started to trot away. Curious, Macintosh strained his ears. In the distance, he could hear the distant creak and trundle of a cart approaching, and apparently at some considerable speed. Slowly, he forced open his tired eyes, and watched the cart approach. It was more or less indistinguishable from the other carts, piled high with squirming bodies and escorted by a unit of the more powerful, maned robots. Each of them was dripping wet, and were closing on a gallop as they sped toward the convoy. There was no doubt that they had come from Canterlot. Frowning, Macintosh looked into the faces of the approaching monstrosities, trying to glean any information at all from the expressionless steel faces. He shivered and looked away. Nothing was supposed to be that cold, that emotionless.

"Brothers!" The crimson maned stallion cried, his mechanical voice grating viciously on the softly spoken farmpony's nerves. By this point, Macintosh decided that he despised this monster even more than the others. "You're late!"

"There were complications." The lead robot growled in reply, his voice deep and threatening. Physically, it was identical to all of its 'brothers', aside from a brutal gash that cut roughly down the right side of its face, crumpling its eyebrow, cracking its eye and running in a jagged arc down its cheek and to its chin. The cyborg shook his short, purple mane and bared his fangs. "I think you can guess."

"What happened? Don't tell me that some_pony_ did this to you…" Macintosh's foe replied sarcastically, clearly trying to goad his teammate.

"We based our attack on intel that turned out to be false," The soaked stallion snarled. "Intel, that, as I'm sure you discovered, turned out to be _dangerous._"

The Steelhoof look-alike stepped forward, smiling grimly. "You have no idea. The master will be most displeased with the disgraceful failure the attack on Ponyville proved to be."

_Failure?_ Macintosh thought to himself, his eyes flying open. _Did that mean that the robots had lost? That there were ponies, even now, trying to put their lives back together?_

"Ponyville is inconsequential." The Purple maned stallion's wingmare, with long, dark green hair, snarled, cutting off the crimson farmpony's thoughts. "It no longer poses a threat."

"Indeed," The low-voiced stallion continued. "Provided that you obtained that which you went for…?"

"Of course." The crimson-maned android replied indignantly, turning back to the cart. "He's a big lad, as expected. Put up quite the scuffle…" It chuckled darkly, grabbing Macintosh violently by his bonds and yanking him into the air, forcing him to set his jaw against the pain in his forehoof. Having learned his lesson, he pursed his lips, determined to keep quiet.

"Oh? A common bumpkin is what the master was after for a mark five?" The green-maned mare said incredulously. "Our example is _much_ more impressive…" She said with a heavy emphasis on the word 'much'. She indicated to another mare, who dragged a kicking, shouting stallion off the back of the cart, swinging it around and tossing it unceremoniously between the two groups. He was powerfully built and still armoured, and a thick sack was tied over his head. Macintosh could make out muffled cursing as the guard squirmed about on the floor.

"Captain of the night guard." The deep voiced stallion said gruffly. "Now _he_ put up a fight. Lost ten good mark threes to that one. And one of ours."

"Really? That _is_ impressive…" The crimson haired colt muttered. "And you let him keep his armour too? Thoughtful…" He said sarcastically, indicating disdainfully toward the stallion, who had struggled to his hooves. Macintosh, although upside-down and confused, had to admit that this was a magnificent stallion indeed, and almost as well muscled as himself, and clearly determined. Like all the members of his order, his wings were dark and membranous, like a dragon or bat, and beneath the sack were likely a pair of reptilian eyes.

"Well, yes, he is. A fine candidate for Mythril, don't you think?" The stallion said proudly, taking a step forward, delivering a swift blow to the guard's midriff. With a muffled cry, he dropped straight to the floor, groaning feebly and spluttering for breath as he held his stomach. "Trouble is, he does try to escape so…"

The red maned robot smirked. "You do realise that they are supposed to 'untouched' for the master's inspection?" He mentioned bitingly.

"Oh? And the gash on your hayseed's forehoof does not count?" The green maned mare retorted, her smug grin widening with a click.

"Oh, that? He had this when we found him." The robot replied dismissively, throwing him back onto the cart, facing away from the conversation. "Probably did it to himself, the clumsy bugger."

He heard a sound that was probably the mare huffing with mild disbelief, but nothing more was said on the matter. There was a muffled thud as the night guard was tossed back up onto the cart, and it creaked into life once more. As his own cart creaked into life, Macintosh reviewed how little they knew of the metallic invaders. Not only did they not know their creator, but they also didn't understand enough to classify them correctly. _What is a mark three? And far more importantly, what is a mark five? _Macintosh thought to himself worriedly. If that was to become his fate… He shivered as he thought about his tormentors. Perhaps, he wasn't so lucky to survive as he had thought.

00000000

Hours before, as the lunar princess looked up into the rain-battered sky, a comet-like object descended from the clouds, shooting with single-minded intent toward the city. Steelhoof's hooves were outstretched before him, his head lowered to increase his aerodynamics. His ears were folded back against his head, his mane whipping around in the fierce wind. In front of him, he could see cyborgs below him shooting into the air, leaping off scorched and blackened buildings and bursting forth from the oil-choked streets. Plumes of flame roared out of their wings as they rose to intercept him, and Steelhoof accelerated, ignoring the safety rules given to him by Rainbow when it came to flying and letting the ground race toward him as he pushed forward to meet his adversaries. He twisted in the air as the first came toward him, letting his foreleg fly out horizontally, his bladed hoof cutting straight into the throat of the robotic pegasus. The speed of the contact wrenched at his shoulder, and he lurched sideways as the cyborg crumpled away from him, and he dropped in speed. Barrel rolling in order to regain control, he found himself directly in the path of another incoming robot.

With an angry snarl, he forced his hooves back in front of him, flaring his thrusters once more as he collided head-on with his foe. His hooves crashed into the metal skin of his smaller adversary with a long, drawn-out shriek as the alloys struggled briefly for dominance. Steelhoof won, his left hoof smashing into the collar of the robot, while the other staved in its chest. The robot let out a furious cry, showering Steelhoof with oil and spinning away.

The metal comet narrowed his eyes as the street whooshed toward him, the oil leaving dark streaks down his body like the stripes of a zebra.

At the last second, he gritted his silvery teeth and rotated his wings all the way around, slamming his thrusters up to full blast and pointing all four hooves before him, ready to land. The robots below him watched as he sped toward them, flames billowing from his red-hot engines. With a roar that was all but drowned out by the sound of his flight, he landed in their midst.

Even though he had braked at the last minute to slow his fall, he still hit the ground at an incredible speed. His forehooves struck the heads of the nearest two ponies, who had risen to intercept him as he rocketed downward. But his momentum was far greater than theirs, and he powered through their advance, toppling them backwards and pushing their heads into the ground.

All four of his hooves reached street level at the same time, and Steelhoof felt his shock absorbers creak with complaint as they struggled to cope with his speed. The robots beneath Steelhoof's forehooves were no match for this momentum however, and their heads crumpled under the strain, his hooves leaving massive circular dents in their faces. Steelhoof rolled forward, ignoring the tiny pieces of glass that were once the eyes of his foes as they crunched beneath his thick metal skin. A cybernetic pony slashed at him with its bladed forehoof as he came upright, the glinting metal heading for his face. Shifting slightly to the right, Steelhoof halted the blow forcefully with his left forehoof, using his right to deliver a powerful strike of his own to the machine's armpit. His hoofblade tore deeply into the thinly-armoured joint, and the android's foreleg spasmed, before going limp in Steelhoof's grip. But before he could finish the enraged metal monster, another leapt at him from his left, bellowing. Surprised, Steelhoof dropped the crippled robot, who seemed not to notice its wounds as his attacker barrelled into him, forcing him to step back and brace his rear hooves against the flagstones, the metal scraping loudly against the stone as he scrabbled for purchase.

Straining his mechanical muscles, he brought the robot to a stop, his hooves lodged against cracks in the pavement. Heaving his shoulders, he pushed the cyborg away, almost to arm's length, before twisting sharply to the right, pushing with his left foreleg and sidestepping to throw all of his might into the movement. Caught by surprise, the robot found all of its strength used against it, not to mention all the power in Steelhoof's upper body. The blue maned metal stallion watched with burning eyes as the metal colt flew headfirst into a shopfront, the power of the throw smashing it straight through the brickwork. Continuing the motion, Steelhoof swung out with his right foreleg, catching a lunging robot in the face and knocking it away, smashing its jaw. But, no matter how fast he spun, he was surrounded, and he couldn't look everywhere at once. A sudden presence collided with his back, almost knocking him straight off his upright stance and throwing him onto his face. Even with his inexperienced sense of touch, he could tell that it was a robot, wrapping it's forelegs around his neck, and its hind legs around his waist. With a snarl in his ear, the monster began to squeeze, trying to crush the life out of Steelhoof's segmented neck. Desperately spinning to avoid the attacks of the snarling cyborgs now crowding around him, any fear of him forgotten due to his partial immobility. After uncountable agonising seconds of furious spinning and movement, his heavily armoured body taking blow after blow from the ring of cyborgs that surrounded him, he finally bent forward as quickly as he could, and bracing his hind legs once again, he reached up quickly, his hooves flashing upwards like streaks of lightning. The robot gripping him simply wasn't ready, and in an instant, Steelhoof had a firm grip on either side of its head. With a triumphant roar, he pulled his hooves downward as hard as he could, leaning down yet further.

With a cry and the sound of metal scraping on metal, Steelhoof broke his foe's grip and flipped it down over his head, slamming it onto the floor with all of his might. There was a smash and an electronic crackle as the mechanical mare hit the floor, sending out a spider web of cracks onto the ancient stonework.

Without pausing, Steelhoof jumped forward a little, springing as heavily as he could off of her face and launching himself a good eight feet into the air, preparing his hoof for another blow. With a roar, he struck out at a robot before him, sending it clattering backwards into its allies, distracting them just long enough for the orange-eyed Steelhoof to land with a roll, speeding toward them on his hind legs. Still off balance, the front line of attackers had no defence against Steelhoof's momentum, and he slashed outwards from his chest with his right forehoof, slitting the throat of a maneless droid with a spurt of oil and the wrenching of high grade alloys.

Quick on his hooves, Steelhoof used this movement to punch straight forward and spin around at the same time, still moving forward. The robot he punched was knocked through the air, still bellowing with rage as it flew away. Meanwhile, the mechanical pegasus spun quickly around, bending his right foreleg into a sharp angle and stabbing viciously with his elbow as he re-entered the fray. To his fortune, his aim was true, and he collided loudly with the chin of a smaller android, lifting it easily into the air and carrying it with him as he turned, bringing his left forehoof up to defend himself as he brought his right hoof to face straight up, forcing his elbow, and the robot still connected to it, straight down. Instantly, the cyborg left his angular joint and crashed to the ground, the sound almost lost to Steelhoof in the heat of the moment and the sound of the fast approaching robots behind him, eager to surround him again.

His senses working on overdrive and his engines roaring in his ears, Steelhoof ducked down and sidestepped to the right, dodging a swift punch from a determined black-maned stallion that glared furiously at him as he avoided the blow. But before the robot could resume its attack, Steelhoof lashed out with his right hoof and then his left, grabbing its foreleg with his right and using his other to tightly grab his foe's segmented metal throat. It croaked with surprise as he did so, but Steelhoof was already moving on, his eyes darting to the right and his ears listening intently to the approach from behind him.

Pushing forward, Steelhoof wrenched the black haired colt straight off its hooves, hefting it up onto his shoulder and throwing it out into its allies. Steelhoof turned to face the robots attacking him from behind, but he felt a sharp tug to his head and a deafening screech of metal from his left. It was a good second before Steelhoof realised that the furious metal stallion that he had strangled had pulled Steelhoof's ear out with his teeth.

Only angered by the loss of his ear, he leapt forward into the ranks of the massed robots, tackling the nearest cyborg to the ground and bringing his own formidable jaws into play.

Happy to be letting his more savage side out, he flared his wings, biting down fiercely on its neck. Thanking Twilight silently for his inability to taste, he reared back sharply, tearing out a bundle of wires and filling his mouth and nose with thick, dark oil. With wild eyes, he looked up at the warriors he expected to be setting upon him from all angles in his vulnerable state. Instead, he saw them holding back, that faint look of fear and trepidation in their eyes again. Wiping his mouth, he leapt back up, pressing advantage and tearing into the ranks of his murderous kin. The distant rumble of the huge Canterlot cannons ripping though the once pristine streets of the besieged city rolling like thunder through Steelhoof's personal battlefield, the very thought of other ponies nearby utterly forgotten. As far as he was concerned, he was the only thing fighting the invasion in a hundred miles as he tore metal limbs out of sockets, sending up great sprays of hydraulic fluid and oil. Already the small battalion of cyborgs in the broken and burnt street was starting to dwindle in number, and as Luna's clouds opened above them, calling down great sheets of freezing rain that dropped visibility to a couple feet and pattered loudly on the bodies of the metal monsters fighting and dying in the streets, the water pooled and splashed at their hooves, mixing in with the oil, scrap metal and other mysterious fluids, casting a rainbow on the surface of the murky mixture.

But despite Steelhoof's best efforts, even as he strained his metal muscles to their breaking point, they continued to bear down on him, crushing and pinning him with their sheer weight of numbers.

Suddenly, as Steelhoof wrenched a maneless android's foreleg straight out of its socket, he heard a voice, deep and threatening and coming quickly closer, accompanied by a jumbled clatter similar to a cart moving at an incredible pace.

"Hurry!" An incredibly deep voice growled out across the street. "Who knows what pursues us?"

Steelhoof growled, grabbing at one of the cyborgs covering him and heaving at it, trying to push it away. Outside of the metallic cluster, he heard something screech to a halt, and a small gasp.

"By the master… What is going on here?" He heard the deep voice say. Obviously they had come across Steelhoof's personal battlefield. "What are they fighting?"

To his left, Steelhoof felt one of the robots shifting, facing away from him. With a growl that turned quickly into a roar, he wrenched his foreleg free, elbowing the android as hard as he could into its cheek. It let out a strangled coughing sound as it reeled away from him, its jaw hanging limply under its head.

"It's-" It managed to force out before Steelhoof twisted in the grip of his adversaries, forcing his head and other foreleg out of the gap made by the absence of the robot that had tried to herald his appearance. With grim determination he grabbed the cyborg's throat, yanking it towards him as he dragged himself out, kicking viciously with his hind legs as he did so. As he pulled himself free, he could feel metal crumpling beneath his bladed hooves.

The second he was free, he dropped the injured robot and swung outward with his right hoof, knocking away the nearest robot and giving him a little more time and space to collect his thoughts.

"It's Steelhoof!" The same deep voice cried, and Steelhoof immediately switched his attention to the source.

The owner of the deep voice was a huge, thick-set metal stallion with a short purple mane and tail. Behind him stood a small group of weaker robots, arranged in tight formation and hitched to a small wooden cart. Even in the heat of battle, he could see moving pony limbs in the back of the cart. Time seemed to flow slowly, and Steelhoof felt… strange.

It was a similar sensation to when Rainbow was in trouble – he seemed to know, and everything else fell to the wayside. Even though he was essentially incapable of feeling it, his flanks started to itch.

With a growl, he scrabbled past the robots heading his way and leapt at the ponyknappers, his forehooves outstretched and his blades drawn.

His aim was true as he hurtled toward the purple-maned stallion, but just before he could reach him, something collided with the side of his body, and they were thrown to the left, the robot gripping him tightly around the middle.

They hit the ground with a loud screech and a collosal splash, sliding about a foot on the centuries-worn cobblestone road. As Steelhoof rolled over onto his back, the robot made a lunge for Steelhoof's exposed throat, its fanged maw wide and furious. Frantically, Steelhoof lashed out with his forehoof, catching the cyborg straight in the teeth and crumpling its muzzle. But it wasn't beaten yet. It snarled, forcing against his hoof as it strained desperately as it tried to rip at Steelhoof's face. Squeezing his eyes shut with the strain, Steelhoof hauled the android up over his body and hurled it up behind him, eliciting a shriek from the enraged robot. Immediately rolling forward to his hooves, Steelhoof ignored the cyborg behind him and the battered group stampeding toward him on his left, and charged straight toward his purple-maned adversary.

Turning to face Steelhoof with burning rage in its red eyes, the massive metal pony raised a hoof to strike at him, baring its teeth ferociously. Steelhoof met the hoof with his own, shouting as they connected with a deafening clang that sent a massive spray of water off their rigid metal bodies. They stayed connected for a painfully long moment, their hooves trembling as they wrestled for dominance, the rain whipping past their faces as they glared at each other. For the moment, the robots behind Steelhoof hung back, unwilling to risk hurting their superior.

Before long, Steelhoof's strength became apparent, and with a surge of force, he pushed the cyborg's hoof away, forcing the purple-maned android to turn away from him. As soon as Steelhoof's hoof broke contact with that of his enemy, however, it lunged forward, its hoof slashing fiercely back the way it had come and arcing straight toward his face.

Just in time, Steelhoof rolled sideways across the robot's body, feeling its hoof as it whooshed through his mane. Off-balance and unprotected thanks to his recent attack, Steelhoof's thick-set adversary couldn't react as he raised his hoof and brought it down, as hard as he could, into its face. He could feel his blade cutting deep into the metal, and a spattering of oil accompanied his motion. The cyborg reeled away from the blow, and Steelhoof raised his hoof again, ready to attack as the furious robot turned back to him. Unfortunately, the psychotic android had had enough time to keep his eye safe from the attack, but his there was a huge, jagged gash straight from his brow to his chin, getting deeper as it cut into his cheek. As Steelhoof watched, the robot's crumpled eyelid fell out, hitting the rain-soaked floor with a tiny '_chink_'.

Pressing his advantage, Steelhoof lunged forward, ready to finish the job. But his enemy was prepared this time, and lashed out with a hind leg, hitting Steelhoof straight in the chest.

With a grunt and a dull crunch as his armour dented inwards, Steelhoof was lifted straight off his hooves and into the air, flying backwards a good ten feet and colliding with what was left of the cyborg battle line, his forelegs outstretched at his sides. In an instant, they were holding his tightly, pulling him deeper into their ranks. Kicking out, he tried to struggle, but the robots held him too tightly as he was dragged yet further into the mass of bladed limbs, and he saw the purple-maned stallion smile sadistically at him through the rain.

"Come, brothers. We need the impure ones for the master. The mark fives cannot make themselves." He heard the deep voice growl, and the cart rolled into life as the boiling mass of cold metal fully encompassed Steelhoof.

"My lesser brothers! Keep the monster contained for as long as you can! Our sister will herald blue battalion to the south to aid you."

Steelhoof's eyes went wide as he heard the sounds of the cart start to grow quiet as it raced down the scrap-strewn streets. He could feel the robots ripping and cutting at him, trying to twist his limbs out of their sockets and tear off his feathers, but his fight was leaving him.

_Those ponies were relying on you, Steelhoof._ He thought bitterly, as he was forced to his knees by a savage blow to the head. _They need you so much right now, and there's nothing you can do. If you can't even protect them, how do you expect to help anypony else? Your cutie mark's a bloody joke, Steelhoof. You've let it down. _

Despair flooded through him, and he sagged, letting his body sink to the ground. _What's the point in it anyway? Dying to save ponies that don't like me… These bastards are my family, give or take. Why does it have to be me anyway? I'm going to fail regardless, so why even bother?_

Then it struck him.

_You don't fight just to save face, or because you know you'll win. You fight, because somewhere, there's always something or somepony worth fighting for. And really, when it comes down to it, you might as well die in a fireball than the foetal position, right?_

That gave him a little ball of determination to hang on to. It didn't have to be about duty. It didn't have to be about being somepony's weapon, just a tool to be destroyed, one way to another. It was about revenge, and it was about the ponies waiting for him back home. It wasn't about who he let down, it was about getting the job done, no matter the personal cost. That thought gave him energy. The very thought of Rainbow dash, waiting for him back at Ponyville, that was what mattered to him. His creator, waiting to challenge him somewhere far to the north, that was what mattered.

With a roar, and a surge of energy, he felt a wave of hot air blast from his exhaust vents behind his shoulders, and his limbs seemed to shake with nervous energy. He felt stronger than he could ever remember. Every joint seemed like some sort of tidal wave, capable of powering through anything in his way. The power seemed to flow from his gut, washing through his limbs and up to his mouth, forcing its way out as a shout, throwing his forelegs upwards and standing as tall as he could. The five tons of high grade alloys pressing down on him were no match for his sudden outburst, and they were thrown away from him, left blinking in the road.

Steelhoof stood in the middle of the scattered group, his eyes darting around lightning fast as the robots reorganised himself. His vision was blurred around the edges, and this sudden rush of energy was intoxicating, and made it hard to focus. But he wasn't about to forget Rainbow's image, ringing in his head. These monsters needed to die. His blood pump thudding heavily in his remaining ear, he sprinted for the nearest robot, his blades drawn.

He reached it in a moment, swinging his hoof high up over his head and then straight down onto the hapless cyborg's head. His metal muscles, operating in overdrive, brought his hoof down with a force that surprised even Steelhoof, his blade passing effortlessly through the android's muzzle and shearing half of its face clean off, rending the metal and destroying vital systems. The sheer force of the blow smashed his foe to the ground, and Steelhoof snarled with fierce joy, moving on to the next as they tried to surround him. But in this condition, he was too strong and too fast for them. In those brief and fiery seconds, he felt invincible, like his hooves could strike out like hammers of the gods and anything that stood in his way were like matchsticks before a raging inferno. He was in a bubble of violence, so dead to the outside world that he no longer noticed the sheets of rain hammering down on his body and flooding the streets beneath his hooves.

Now the broken remains of the robotic regiment were afraid. If Steelhoof had been able to concentrate on them for long enough to notice, he might have seen them shaking as he whipped through their ranks, slicing off limbs as if they were troublesome weeds, or crumpling metal like it was nothing but tin foil.

With a grunt of effort, he grabbed the last of the robots by the neck and arm, adjusted his footing, and pulled. There was a brief struggle as the cyborg's body tried to hold itself together, before there was a shrieking, grating sound, and the metal monster came apart at the shoulder, a huge rip splitting down its body in a rough, diagonal line from its shoulder to its hip, before the last wires desperately holding it together snapped, and he came apart with a shower of oil and scrap. Directly in front of him, wading through the sea of broken bionic body parts and water, were another platoon of warriors, led by a bellowing indigo-maned stallion. Steelhoof reared back up onto his hind legs in return, holding his forehooves by his sides loosely in preparation. Even as he watched them, panting with the exertion despite his lack of lung, he could feel his vision clear, and his power begin to fade again. But the confidence and fury that powered it, that was still there. He believed in himself, and he was going to take them on, no matter what. Through the short break in combat, he could hear the muffled sounds of battle echoing through the elegant, sweeping architecture of the massive city. Of course, it was impossible to tell who was winning.

There was a series of deafening booms that ripped through the relative quiet of the city as another battery of cannons smashed into the line of invaders somewhere to Steelhoof's left, and he snapped back to the robots before him. They were about a hundred meters away now, and closing fast.

A tight 'V' of winged monsters screamed overhead, their bodies a blur as they came within feet of the ground. Steelhoof stumbled backward a little, caught by surprise at their sudden appearance. As he looked up to follow their path across the sky, a dark, blue-grey shape caught his eye. Frowning, he stared up at the mysterious figure.

Canterlot boasted a great number of flags that hung gracefully down from the sides of various buildings, their beautiful embroidery adding yet more colour to the graceful city. The beautiful, centuries-old fabric had been burned away during the invasion, but the flagpole, extending several feet straight outwards from the side of the building, remained. It was about sixty feet above the rubble-strewn street, and the battalion of cyborgs passed under it as Steelhoof watched. But it was not the golden flagpole that caught Steelhoof's attention, it was the pony standing upon it. Like Steelhoof, it was standing on its hind legs, as if in preparation for battle. With impossible grace, it was balanced on the tip, staring down at the robots charging beneath it. It was impossible to be certain of its mane and coat, for it was covered completely in a strange, almost mismatched deep blue cloak with a hood that shrouded its face. Even through the smoke of the battlefield and the torrential downpour of Luna's storm, Steelhoof could see the glint of metal on its forehooves and shoulders. Steelhoof tried to look down, to return his gaze to the rapidly approaching robots, but he couldn't concentrate. In the back of his mind, he could feel a niggling pain that was steadily growing into something more… familiar.

Gritting his oil-stained teeth, he stumbled backwards slightly, his forehoof instinctively raising to clutch at his head as the pain grew into a fevered agony. Slowly, he forced his eyes open, staring up at the rapidly approaching cyborgs as his vision started to darken around the edges. As the pain reached a peak, he felt himself drop to the ground, and he began to _remember._

He tried to resist, to fight the memory. He knew the urgency, the impending threat. But resistance was futile, and time seemed… Less important, somehow.

_He opened his eyes, as if after blinking. He was in Cloudsdale, or at least someplace that looked like it. He tried to strain his concentration away, to break out, but every attempt just forced him back to where his past self was looking, as if his head was held by elastic. The memory was not to be fought._

_With agonising slowness, the young Steelhoof trotted lightly through the streets, apparently quite content to admire the scenery as he moved aimlessly around. Present Steelhoof glared at everything that his former self watched, willing death on anything that was slowing the progression of this memory. He saw a blur zip downwards past him, down over the edge of the cloud that he was standing near. That piqued Steelhoof's interest, and he tried to discern what it was. But Former Steelhoof barely noticed, continuing on his way as if nothing had happened. He also reacted in much the same way when he heard a muffled thud from a building near him, and Steelhoof growled fiercely with frustration. What was the point in this if his past self was so accursedly oblivious to everything? Of course, this changed nothing, and the young Steelhoof continued, disappearing into the crowd. It was a new experience for the current Steelhoof, seeing adult ponies actually standing over him. Before long, a pony appeared like a shadow by his side. Finally, this caught the Steelhoof of the past, and he looked over at the bizarre figure. It was a pegasus, possibly a young adult. Like the figure he had seen in Canterlot, his body was shrouded by the same odd mix of robes and armour that masked his face and covered anything that might make him easy to identify, including his cutie marks. The only real difference in robes seemed to be in colour – this one was a dark shade of grey, like a stormcloud. The mystery stallion got some strange looks from passers-by, and ponies gave him a slightly wider berth than they would with any normal pony. But the robed stranger didn't react. Instead, it continued in its own, resolute way. Perhaps with disinterest, Steelhoof returned his gaze to what was in front of him. Steelhoof kept his eye on the pegasus in his peripherals. If the memory wasn't ending yet, then there was obviously something else that was about to happen. _

_The robed stranger strode slightly faster, easily overtaking the meandering colt, and stepping ever so slightly closer. His oblivious past self didn't notice it, but after a few moments, he could feel himself being herded off the main streets._

_Wary of the cloaked stranger, present Steelhoof watched as he was subconsciously forced into a deserted alleyway, which curved around the uneven architecture of the cloud city in such a way that before long, it was impossible to see the main street._

_Suddenly, there was a leather-coated hoof on his shoulder, whirling him around. He came face-to-face with the cloaked pony, whose eyes burned fiercely. With a single movement, he pushed Steelhoof straight to the ground, and raised his other hoof, which, like his other, was enclosed in a strange, brass-like gauntlet. He flicked his hoof, and with a click, a long, thin blade shot out from under the stranger's wrist. Detached somewhat from the gravity of the situation, present Steelhoof silently remarked on the similarity between the device and the blades given to Rainbow a few days before. Briefly he pondered as to whether or not there was a link between the two, before the fear of his former self took a hold of his brain, and his eyes became fixed on the wicked-looking blade as the mid-morning sunlight glinted off its razor-sharp edge. He let out a soft gulp as the assassin prepared a fatal strike. Confusion struck present Steelhoof at the sudden helplessness he was suddenly feeling at the hooves of this peculiar pony. As his usual self, he simply would have struck out, crushing the chest of the pony foolish enough to cross him. But in this fleshy, weak body, he felt more vulnerable than he had felt in living memory, and for a moment, he genuinely feared for his life, despite his knowledge of how his story ended._

_Then, there was another thud from behind him, and his attacker looked up with surprise. Steelhoof's senses immediately recognised it as identical to the one he had heard before. Whatever was happening, it had been planned by somepony. _

_The petrified former Steelhoof risked a glance up, looking at whatever it was behind him. But he was far too slow. There was a flash of dark blue as a figure whooshed overhead, clearing both ponies with ease. Steelhoof's ears flickered as he heard the sound of metal on metal. He looked back down, scrabbling away a little as he saw his attacker look away from him, turning around to face this new threat. _

_Steelhoof instantly recognised the robes on this one. They were slightly less faded, but it was clearly the same set as the one in Canterlot. To his surprise, it was clear that his was an earth pony, as it had no clear wings, and its back did not bulge as if concealing them. This time, Steelhoof could see the tip of its muzzle, marking it as a grey stallion. The blue-robed stallion shook his head and shouted something, but his memory failed to give it definition. Steelhoof's former assassin said something back, pointing viciously at this newcomer with his exposed blade._

_The blue-robed pony sprinted toward him, rising up onto his hind legs and pumping his forelegs quickly as he closed the gap. Time seemed to slow as they approached each other, and the newcomer flicked both of his own wrists, drawing two blades of his own. What little of Steelhoof's mind that wasn't taken over by his child self's fear decided that he and Aero needed to have a talk about these blades._

_With a shower of sparks, their blades met, and they began to duel. Steelhoof's attacker thrusted forward with his left, and the newcomer grabbed his foreleg with his right, spun around and slashed at his head. The grey-cloaked warrior ducked underneath the swing, grabbing the blue-robed pony's left hoof with his own right as it passed over his head, pulling down with his hoof and pushing up with his shoulder, stepping backward as he lifted his foe up and over his body, trying to flip him over onto his back. But the newcomer thrust outward with his hind legs, bracing his body in mid-air and forcing Steelhoof's attacker backwards into the other wall. The grey-robed grunted with pain, his head hitting the wall with a thud. His grip loosened, and Steelhoof's apparent defender landed on his hind legs, before stepping back and delivering a swift elbow to his foe's stomach. The grey robed pony doubled over, groaning. Apparently, Past Steelhoof took this time to glance away, looking down the alleyway. Steelhoof could feel a rapid heartbeat thudding in his ears as he inched away slightly. Then, there was an almighty clash of metal, and Steelhoof's vision shot back to the fight. Somehow, the grey-robed stallion had managed to recover and force his adversary away in the split second that Steelhoof was not looking. But his foe was not finished yet, and he lunged toward Steelhoof's attacker with cold precision. But Steelhoof's attacker leapt backward, once again clearing the petrified colt with ease. Putting the young Steelhoof between them, the grey-cloaked stallion grabbed Steelhoof, wrenching him into the air. There was no ransom, no threats. Suddenly, both Steelhoof and his former self found themselves staring at a blade shooting straight for their face. _

_But once again, Steelhoof's indigo-clad protector was there, and his hoof rushed past Steelhoof's nose, deflecting the blow magnificently. Then, as if by extension of the same movement, his other hoof shot out, and buried itself into the foreleg holding Steelhoof's former self by the scruff. The injured stallion roared in pain, releasing Steelhoof immediately. But it hadn't run out of fight yet, and with a grunt of effort, it heaved the blue coated colt up into the air, throwing him several feet down the alley. Instinctively, the downed pony rolled to his hooves, whirling around to face his injured attacker. _

_The grey-robed pegasus lunged forward, clearly ignoring the dark stain steadily spreading across his foreleg. The earth pony on the other hand, leapt up into the air, using the wall to propel himself over and around his charging adversary. The action twisted him around clockwise, and he lashed out with his left foreleg, the blade cutting deep into the pegasus' face. Steelhoof was unable to see any detail from his position as his former self slowly tried to struggle to his hooves, but he did see red stains clearly formed on his defender's blades, and the spray of blood that accompanied his vicious twirl that caused his robes to spin about wildly with him, utterly disguising his body position amidst the swirl of fabric. The earth pony landed heavily, leaning forward slightly as he touched down. Both he and his enemy turned at the same time, and Steelhoof watched, finally upright, as they moved toward each other. But, once again, the blue-clad earth pony was simply too fast, and his left foreleg shot out, the blade punching deep into his foe's chest._

_The force of the blow threw the pegasus to the ground, his wings splaying out awkwardly behind him. Clearly choking a little on his own blood, he began to gurgle unpleasantly, a couple bubbles of pinkish foam forming at the edges of his lips. His hooves shakily rose to his chest, before former Steelhoof suddenly glanced away, looking back the way they had come down the alley. Then he glanced up at the sky, ready to fly if he needed. But he heard the approach of his saviour, and his gaze snapped back to the lightning fast killer._

_Steelhoof could feel his former self choke with his words, taking a step back as the robed stallion advanced. He wanted to thank this pony, but he was clearly afraid. Steelhoof could feel it, clouding his thoughts. Finally, the stallion spoke. His voice was deep and commanding, and he spoke in an accent that stirred up something strange in the back of present Steelhoof's mind. This was an earth pony that spoke with a thick Stalliongradi accent._

"_Go." The mysterious pony said simply, firmly. The voice was dark and strong, and commanded a sense of fear and respect, even in the mind of the Steelhoof long used to his own strength. It masked a wealth of emotion and experience._

"_Didn't you hear me? Go!" The stalliongradi pony almost shouted, pointing back up the alley with a powerful, shaking hoof. Taken aback, Steelhoof finally got a glimpse of the pony facing him under the hood. He saw a pair of bright orange eyes that burned with an inner fire and barely suppressed emotion. Without a moment's hesitation, the former Steelhoof turned tail and fled, galloping as fast as his legs could carry him towards the street once more. As he ran, Steelhoof could feel his head begin to ache once more, and his vision began to darken once again as the memory began to fade. Silently, present Steelhoof snarled with anger. This retarded hallucination had done nothing but waste time, and maybe even get him killed. And it had raised more questions than answers. Who the hell was that pony anyway? Why did the other one try to kill him? Why doesn't any of this make sense?_

_Eventually, and to Present Steelhoof's surprise, they came to a stop, and young Steelhoof panted for a moment, his head darting from side to side as current Steelhoof's head was once again taken by agony. As his past self sighed and looked down, blinking, Steelhoof felt himself being wrenched back to reality._

Steelhoof gasped, his eyes shooting open. Blearily, he tried to bring his hoof up to his throbbing head.

It wouldn't move.

Suddenly, the events a few moments before losing consciousness flooded back into his mind and he tried to push himself up, looking down at his body.

He found himself sprawled out on the road, his forelegs pinned horizontally away from his body. He lay on his back, and he seemed incapable of movement. All he could hear as his mind cleared was the sound of the pattering rain, and a loud, rhythmic clang that seemed to coincide perfectly with his chest shifting to one side or the other.

He blinked, and snapped back to reality. He shifted his head as much as he could, only to find the green-maned champion sitting astride his stomach, punching him in the chest as he tried to smash open his chest. Two smaller robots held his forelegs, and, judging by the resistance to his kicks, the same could be said of his hind legs. From what he could see, all of the other robots were crowding around, watching the attack with rapt attention. Brimming with reckless confidence, Steelhoof was pretty sure that he could take them. But first he had to take care of the cyborg sitting on him.

Before he could come up with any sort of plan, there was a crash from his chest, and he felt the left side of his upper torso cave in slightly. Gritting his teeth angrily, he threw all of his weight to his right, pulling away with his left foreleg as hard as he could. For a few brief seconds, his foreleg shook as he strained against his captor, but he had one advantage – being made of metal tends to reduce somepony's grip, to the point that if they pull hard enough-

With a sound like a sword being unsheathed, Steelhoof's limb broke free, toppling the robot holding it, who had been bracing her entire weight against it.

The momentum of Steelhoof's force continued, ending with a very satisfying punch to the face of his other captor. The injured android reeled, and acting on instinct, Steelhoof grabbed him, using both forelegs to lift him up into the air and hurl him with all his might into the recovering metal mare on his left. They careered into the crowd of metal ponies, and the green-maned monster looming above him looked up, following the path of its comrades for a second, surprised. That was all Steelhoof needed. Rising up out of the now fetlock-deep iridescent mess that coated the streets, he grabbed his tormentor's head with both hooves, before gritting his teeth and delivering what he would consider the best head-butt he had delivered in his entire life. Dented, his foe clattered away from him, colliding with, and smashing through, the ponies holding Steelhoof's hind legs. Taking advantage of their distraction, he kicked out, delivering a one-hoofed buck to each of them.

Wounded, they took a step back, and Steelhoof rolled away from them, up onto his hooves and ready to fight. In an instant, the battalion surrounding him dived inwards, and he leapt into the air, flaring his engines.

Three of the complex cylindrical devices spluttered into life, and he soared over them, landing about twenty feet away from them. As they whirled around, ready to fight, he risked a glance up at the flagpole where he had seen the mysterious stallion.

Whoever he was, he had long since departed.

Scowling, he charged toward the approached robots, crashing into their ranks like a wave breaking over a particularly stubborn piece of driftwood. Their sheer numbers bowled him over, but he wasn't defeated.

Hauling his battered frame into action, he rolled backwards and lashed out, slicing deep into the throat of a cyborg bearing down on him. Then, using the motion, he thrust forward with his other hoof, throwing his whole body into the attack.

In seconds, they had closed around him, and were attacking from all sides. But that was how Steelhoof fought best. His blades cut through the rain like lightning, and the rainbow-tinted water around him exploded with turmoil as he weaved, almost snakelike, through a hailstorm of bladed metal hooves.

Then, suddenly, Steelhoof noticed three things happen very quickly. First, the water started to release quite a lot of steam, and Steelhoof could feel the temperature rising around them. Then, and very much to the surprise of everypony involved, the oil on the water caught fire, enveloping them all in a low-level inferno.

And finally, suddenly, there was a rushing sound, and everything went white.

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**I'm not dead! Sorry about my absence recently, I've been a little busy/lazy as of late…**

**But hey, I've made up for it with the longest chapter ever! I know it's supposed to be about quality over quantity, but with my shoddy level of quality, I'm making up for it with 10167 words! Hope you liked it, and as always, please review/pm me with any questions, comment or ideas you might have!**


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